HomeMy WebLinkAboutResolution - 2019-R0055 - Purchase Order- Police License Plate Recognition System - 02/25/2019Resolution No. 2019-R0055
Item No. 7.23
February 25, 2019
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for
and on behalf of the City of Lubbock, Purchase Order No. 10021221 for the purchase of Police
License Plate Recognition System as per DIR-TSO-3652, by and between the City of Lubbock
and GTS Technology Solutions, Inc., of Dallas, Texas, and related documents. Said Purchase
Order is attached hereto and incorporated in this resolution as if fully set forth herein and shall be
included in the minutes of the City Council.
Passed by the City Council on February 25, 2019
"I", -
DANIEL, M. POPE, MAYOR
ATTEST:
0'"4 - k --
Reb ca arza, City Secretary
APPROVED AS TO CONTENT:
Greg Stevens, C 'ef of Police
APPROVED AS TO FORM:
Ryan r oke, Assistant City Attorney
vw:ccdocs/RES.-PurchaseOrd 10021221 — Police License Plate Recognition System
February 7, 2019
TO: GTS TECHNOLOGY SOLUTIONS
PO BOX 660003
DEPT 6877
DALLAS TX 75266
Page - 1
Date - 2/7/2019
Order Number 10021221 000 OP
Branch/Plant 5735
SHIP TO: CITY OF LUBBOCK
POLICE DEPARTMENT
916 TEXAS AVENUE
LUBBOCK TX 79401
INVOICE TO: CITY OF LUBBOCK
ACCOUNTS PAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457 Bl':
NNtarta A z. Director of Purchasing & Contract Nlanagenient
Ordered 2/7/2019 Freight
Requested 3/4/2019 Taken By J MONTES
Delivery J WILSON REQ 53387 DIR-TSO-3652
Description/Supplier Item
Ordered
VS-IDP-03 Invest Data Platform
1.000
CDM-2-122-RE Mobile LPR3
12.000
Camera System w/Inte Processor
K-U-T CVIC-SET Mounting Kit
6.000
Crown Vic Trunk Mount
K-U-R-CVIC-SET Mounting Kit
12.000
Crown Vic Roof Mount
K-U-R-Tahoe-06-SET Mounting Ki
18.000
Tahoe Roof Mount
VS-VPS-PT 01 Tool Kit
6.000
Parking Enforcement System Kit
SSU-SYS-COM Vigilant System
12.000
StartUp & Comm 'In Field' Syst
VSBSCSVC-03 Basic Sery Package
1.000
Hosted/Managed LPR Depolyments
VSPKISVC-03 Standard Service
1.000
Unit Cost
UM
Extension
---
Request Date
-------- -
27,745.3700
EA
27,745.37
3/4/2019
10,483.9500
EA
125,807.40
3/4/2019
314.5000
EA
1,887.00
3/4/2019
370.0000 EA 4,440.00 3/4/2019
370.0000 EA 6,660.00 3/4/2019
832.5000 EA 4,995.00 3/4/2019
809.3700 EA 9,712.44 3/4/2019
11,322.0000 EA 11,322.00 3/4/2019
4,695.3000 EA 4,695.30 3/4/2019
City of
4 kAl ko� I Uibb a ck
TEXAS
PURCHASE ORDER
TO: GTS TECHNOLOGY SOLUTIONS
PO BOX 660003
DEPT 6877
DALLAS TX 75266
Page -
Date -
Order Number
Branch/Plant
SHIP TO: CITY OF LUBBOCK
POLICE DEPARTMENT
916 TEXAS AVENUE
LUBBOCK TX 79401
2
2/7/2019
10021221 000 OP
5735
INVOICE TO: CITY OF LUBBOCK
ACCOUNTSPAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457 BY;
Ntarta Alva Director of Purchasing & Contract Management
Ordered 2/7/2019 Freight
Requested 3/4/2019 Taken By
Delivery J WILSON REQ 53387
Description/Supplier Item
Package Hosted/Mgmd Deployment
SSU-LN-COM Client Portal Serve
StartUp & Configuration
VS-TRNG End User Training
BS-TRVL-0I Travel Via Onsite
SERVICES Installation
SERVICES Travel and Expenses
SERVICES Project Management
Terns NET 30
Insurance required per attachment "A"
Ordered
J MONTES
DIR-TSO-3652
Unit Cost
UM
Extension
Request Date
1.000 1,179.3700
EA
1,179.37
3/4/2019
1.000
1,156.2500
EA
1,156.25
3/4/2019
1.000
1,433.7500
EA
1,433.75
3/4/2019
12.000
865.0000
EA
10,380.00
3/4/2019
1.000
1,150.0000
EA
1,150.00
3/4/2019
1.000
280.0000
EA
280.00
3/4/2019
Total Order
212,843.88
This purchase order encumbers funds in the amount of $212,843.88 awarded to GTS Technology Solutions, Inc.
of Dallas, TX on Febntarv,_25 , 2019. The following is incorporated into and made part of this purchase order
by reference: Quotation Number QT 0033815 from GTS Technology Solutions, Inc. of Dallas, TX and State of
Texas Departmf Information Resources (DIR) Contract DIR-TSO-3652 Resolution # 2019-R00.55
of Lub
Daniel M. Pope,
ATTEST:
0-t
Reb cca Garza, City Secr to
Seller and Buyer agree as
follows:
PURCHASE ORDER
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TX
1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice.
Eacif shipping container shall be clearly and permanently marked as follows (a) Seller's name and address,
(b) Consignee's name, address and purchase order or purchase release number and the supply agreement number
if applicable. (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number
of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods
shall be suitably packed to secure lowest transportation costs and to conform with requirements of common
carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments
not accompanied by packing lists.
2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under
reservation and no tender of a bill of lading will operate as a tender of goods.
3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer
actually receives and takes possession of the goods at the point or points of delivery.
4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods most fully comply
with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not
fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender,
provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his
intention to cure and may then make a conforming tender within the contract time but not afterward.
5. INVOICES & PAYMENTS. a. S e I I e r shall submit separate invoices, in duplicate, one each purchase
order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release
number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges,
if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should
be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000. Lubbock. Texas
79457. Payment shall not be due until the above instruments are submitted after delivery.
6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to
Seller if it is determined by Buyer that gratuities, in the torn of entertainment, gifts or otherwise, were offered
or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of
Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or
amending, or the making of any determinations with respect to the performing of such a contract. In the event
this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other
rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities.
7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any
special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order.
such special tooling equipment and any process sheets related thereto shall become the property of the Buyer
and to the extent feasible shall be identified by the Seller as such
8. WARRA,NTY-PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid
which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind
and specification covered by this agreement for similar quantities under similar of like conditions and methods
of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the
Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without
liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency
has been employed or retained to solicit or secure this contract upon an agreement or understanding for
commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established
commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of
viciation of this warranty the Buyer shall have the tight in addition to any other right of rights to cancel this
contract without liability and to deduct from the contract price, or otherwise recover without liability and to
deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage
or contingent fee.
9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do
so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will
conform to the specification. drawings, and descriptions listed in thebid imitation, and to the sample(s) furnished
by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the
specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller
represents and warrants fault -free performance and fault -free result in the processing date and date related data
(including, but not limited to calculating, comparing and sequencing) of all hardware, so ftware and firmware
products delivered and services provided under this Contract, individually or in combination, as the case may
be from the effective date of this Contract. The obligations contained herein apply to products and services
provided by the Seller, its sub- Seller or any third party involved in the creation or development of the products
and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the
obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the
law and under this Contract including, but not limited to, its right pertaining to termination or default. The
warranties contained herein are separate and discrete from any other warranties specified in this Contract,
and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability
which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated
in this Contract by reference.
10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards
promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the
event the product does not conform to OSHA standards, Buyer may return the product for correction or
replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a
reasonable time, correction made by Buyer will be at the Seller's expense.
11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller
agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement
will give rise to the rightful claim of any third person by way of infringement of the like. Buyer makes no
warranty that the production ofgoods according to the specification will not give rise to such a claim, and in no
event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of
infringement of the like. ICSeller is of the opinion that an infringement or the like will result, he will notify the
Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive
notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If
Seller in good faith ascertains the production of the goods in accordance with the specifications will result in
infringement or the like, the contract shall be null and void.
12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the
availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds
by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will
terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal
year or when the appropriation made for the then -current year for the goods or services covered by this contract
is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this
contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give
such notice shall be of no effect and the Cityshall not be obligated under this contract beyond the date of
termination-
13. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting
them
14. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered
portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller
becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in
lieu of any other remedies which Buyer may have in law or equity.
15. TERMINATION. The performance of work under this ordermaybe terminated in whole, or in part by the
Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery
of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the
order is terminated and the date upon which such termination becomes effective. Such right or termination is
in addition to and not in lieu of the rights of Buyer set forth in Clause 14, herein.
16. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment
of any terms of provisions of this contract is delayed or presented by any cause not within the control of the
party whose performance is interfered with, and which by the exercise of reasonable diligence said party is
unable to prevent.
17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of
any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or
delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in confomtitywith
this paragraph.
I8. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part
by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration and is in writing signed by the aggrieved party.
19. INTERPRETATION -PAROLE EVIDENCE. This writing. plus any specifications for bids and
performance provided by Buyer in its advertisement for bids, and any other documents provided by
Seller as part of his bid, is intended by the parties as a final expression of then agreement and intended also
as a complete and exclusive statement of the terms of then agreement. Whenever a term defined by the
Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control.
20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Whereever
the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial
Code as adopted in the State of Texas as effective and in force on the date of this agreement.
21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question
the other party's intent to perform he may demand that the other party give written assurance of his intent to
perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding
party may treat this failure as an anticipatory repudiation of the contract.
22. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer.. its agents, officials and
employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs
and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract
or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was
caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its
employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys
and all costs and other expenses arising therefrom of incurred in connection therewith.. and, if any judgment
shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and
discharge the same Seller expressly understands and agrees that any bond required by this contract, or
othenvise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless
and defend the Buyer as herein provided.
23. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of
this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to
be in default of this agreement.
24. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into
pursuant to this request, minority and women business enterprises will be afforded equal opportunities to
submit bids in response to this invitation and Will not be discriminated against on the grounds of race, color,
sex or natural origin in consideration for an award.
25. NON -ARBITRATION. The City reserves the fight to exercise any fight or remedy to it by law, contract,
equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of
competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising
itsunrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive.
and may be exercised concurrently. To the extent of any conflict between this provision and another provision
in, or related to, this document, this provision shall control.
26. RIGHT TO AUDIT. At any time during the term of the contract, or thereafter, the City, or a duly
authorized audit representative of the City or the State of Texas, at its expense and at reasonable times,
reserves the right to audit Contractors records and books relevant to all services provided to the City under
this Contract. In the event such an audit by the City reveals any errors or overpayments by the City,
Contractor shall refund the City the full amount ofsuch overpayments within thirty (30) days of such
audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any
payments due Contractor.
27. HOUSE BILL 2015. House Bill 2015, signed by the Governor on June 14, 2013 and effective on January
1, 2014, authorizes a penalty to be imposed on a person who contracts for certain services with a governmental
entity and Who fails to properly classify their workers. This applies to subcontractors as well. Contractors and
subcontractors Who fail to properly classify individuals performing Work under a governmental contract will be
penalized S200 for each individual that has been misclassified. (Texas Government Code Section 2155.001).
28. ASSIGNING OR SUBLETTING THE CONTRACT. The Contractor shall not assign or sublet the contract,
or any portion of the contract, without Written consent from the Director of Purchasing and Contract
Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof on
insurance from the Subcontractor that complies with all contract Insurance requirements.
29. HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES. House Bill 1295, adopted by the 84th
Legislature, created §2252.908, Texas Goverment Code. Section 2252.908 requires a business entity entering
into certain contracts with a governmental entity or state agency to file with the governmental entity or state
agency a disclosure of interested parties at the time the business entity submits the signed contract to the
governmental entity or state agency. Instructions for completing Form 1295 are available at:
htto" rivww ci.lubbock tx us'departmental-websilesAepartments purchasing %endor-information
30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read,
fully understands, and Will be in full compliance with all terms and conditions and the descriptive material
contained herein and any additional associated documents and Amendments. The City disclaims any terms and
conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict
between these terms and conditions and any terms and conditions provided by the Contractor, the terms and
conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed
upon by the parties, and any prior conflicting terms shall be of no force or effect.
31. By accepting this purchase order, the Vendor verifies that it does not Boycott Israel, and agrees that during,
the term of this Agreement (Contract as applicable) will not Boycott Israel as that term is defined in Texas
Goverment Code Section 808.001, as amended.
Rev. 10J2017 -
Attachment "A"
City of Lubbock, TX
Purchasing & Contract Management
INSURANCE COVERAGE REQUIRED
TYPE OF INSURANCE
COMBINED SINGLE LIMIT
GENERAL LIABILITY
Al Commercial General Liability
General Aggregate 500•000
❑ Claims Made ❑ Other
❑ W/Heavy Equipment no Occurrence
Products-Comp/Op AGG x
Personal & Adv. Injury X
❑ XCU
❑ To Include Products of Complete Operation Endorsements
Contractual Liability x
Fire Damage (Any one Fire)
Med Exp (Any one Person)
❑ PROFESSIONAL LIABILITY ❑ Occurrence
❑ or Technical Errors and Omissions
General Aggregate _
❑ CYBER LIABILITY ❑ Occurrence
General Aggregate
OTHER:
❑ ❑ Occurrence
General Aggregate _
AUTOMOTIVE LIABILITY
El Any Auto ❑ All Owned Autos
❑ Scheduled Autos ❑ Hired Autos
Per Occurrence 5W.Ow
❑ Non -Owned Autos
Aggregate
EXCESS LIABILITY
❑ Umbrella Form
Each Occurrence
Aggregate
GARAGE LIABILITY
❑ Any Auto
Auto Only - Each Accident
❑ Other than Auto Only:
Each Accident
Aggregate
❑ BUILDER'S RISK ❑ 100% of the Total Contract Price
❑ INSTALLATION FLOATER ❑ 100% of the Total Material Costs
❑ POLLUTION
❑ CARGO
WORKERS COMPENSATION or OCCUPATONAL MEDICAL AND DISABILITY 500,000
EMPLOYERS' LIABILITY
500,000
OTHER: COPIES OF ENDOSEMENTS ARE REQUIRED
X City of Lubbock named as additional insured on Auto/General Liability on a primary and non-contributory basis.
[0-1 To include Products and Completed Operations Endorsements
Waiver of subrogation in favor of the City of Lubbock on all coverages
❑ No insurance required.
Additional Comments:
9
3
4
5
6
4c:;-domr4�11M
TECHNOLOGY SOLUTIONS
GTS Technology Solutions, Inc.
9211 Waterford Centre Blvd
Suite 125
Austin, TX, 78758
Phone: (512) 452-0651
Subscription for 201 to 500 Sworn - - State and
Local
NOTE: -Commercial LPR Data access - For 201 to 500 Sworn
A •
Quote #:
QT0033815
Date:
11 /15/2018
Delivery Date:
Expire Date:
3/15/2019
Customer ID:
TXCLUB13002
Sales Contact:
Tanner Funke
oAccess to all Vigilant commercially acquired national vehicle location data
oUnlimited use by authorized agency personnel to complete suite of LEARN data analytics
olncludes full use of hosted/managed LPR server account via LEARN
•FaceSearch with Vigilant Image Gallery Access For 201 to 500 Sworn
oAccess to all agency/shared images and Vigilant Image Gallery
oUnlimited use by authorized agency personnel to all FaceSearch tools
olmage gallery of up to 50,000 images
CDM-3-122-RE: Mobile LPR 3-Camera System DIR-TSO-3652 12.00 EACH $10,483.95 $125,807.40
w/ Integrated Processor (Expandable to 4 Cams)
NOTE: Hardware:
•Qty=1 Combination IR / Color LPR Camera -16mm lens package
•Qty=2 Combination IR / Color LPR Cameras - 25mm lens package
-Cameras w/ integrated solid state DSPs (No moving parts)
-Wiring harness w/ ignition control (Direct to Battery)
oSingle point power connection
-Field installed GPS receiver for MDC (USB Connect)
Software:
•CarDetector Mobile LPR software application for MDC unit
oLPR vehicle license plate scanning / real time alerting
oFull suite of LPR tools including video tool set
K-U-T-CVIC-SET: LPR Camera Mounting Kit for DIR-TSO-3652 6.00 EACH
$314.50 $1,887.00
Crown Vic Trunk
NOTE: • Trunk Mount Single LPR Camera Mounting Bracket - One per camera
K-U-R-CVIC-SET: LPR Camera Mounting Kit for DIR-TSO-3652 12.00 EACH
$370.00 $4,440.00
Crown Vic Roof
NOTE: • Roof Mount Single LPR Camera Mounting Bracket- One per camera
K-U-R-TAHOE-06-SET: LPR Camera Mounting DIR-TSO-3652 18.00 EACH
$370.00 $6,660.00
Kit for 2006-14 Tahoe Roof
NOTE: • Roof Mount Single LPR Camera Mounting Bracket - One per camera
VS-VPS-PT-01: Parking Enforcement System DIR-TSO-3652 6.00 EACH
$832.50 $4,995.00
Toolkit
NOTE: -Annual fee per -system
•Toolkit enables Vigilant LPR systems to receive alerts on chalking (timed parking) 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
Continued...
Page: 1 of 3
14C;IF�E;
TECHNOLOGY SOLUTIONS
GTS Technology Solutions, Inc.
9211 Waterford Centre Blvd
Suite 125
Austin, TX, 78758
Phone: (512) 452-0651
7 SSU-SYS-COM: Vigilant System Start Up & DIR-TSO-3652
Commissioning of'ln Field' LPR system
NOTE: -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
8 VSBSCSVC-03: Vigilant LPR Basic Service DIR-TSO-3652
Package for Hosted/Managed LPR Deployments
NOTE: -Managed/hosted server account services by Vigilant
oincludes access to all LEARN or Client Portal and CarDetector software updates
-Priced per camera per year for 31-60 total camera units
-Requires new/existing Enterprise Service Agreement (ESA)
9 VSPK1SVC-03: Vigilant LPR Standard Service DIR-TSO-3652
Package for Hosted/Managed LPR Deployments
NOTE: -Optional Service Package Benefits
oExtended access to Vigilant'Private Data' via CarDetector Mobile Hit Hunter
oUnlimited access to Vigilant's Mobile Companion LPR application for Smartphon,
-Priced per camera per year for 31-60 total camera units
-Requires Basic Service Package
10 SSU-LN-COM: Vigilant Start Up & Configuration DIR-TSO-3652
of Hosted/Managed CLIENT PORTAL Server
Account
NOTE: -New client account setup
-Required for all hosted/managed client accounts
11 VS-TRNG: VIGILANT END USER TRAINING DIR-TSO-3652
FOR LPR SYSTEMS
NOTE: -End user training for Vigilant products
oCovers all client purchased applications
oincludes classroom and field operation training
-Vigilant certified technician to visit site and perform one training class
12 VS-TRVL-01: VIGILANT TRAVEL VIA CLIENT DIR-TSO-3652
SITE VISIT
NOTE: -Vigilant certified technician to visit client site
-includes all travel costs for onsite support services
13 VS-SHP-01: VIGILANT SHIPPING & NON CONTRACT
HANDLING CHARGES -OVERSIZE SHIPMENT
Quote #:
Date:
Delivery Date:
Expire Date:
Customer ID:
Sales Contact:
QT0033815
11/15/2018
3/15/2019
TXCLUB13002
TannerFunke
12.00 EACH $809.37 $9,712.44
1.00 EACH $11,322.00 $11,322.00
1.00 EACH $4,695.30 $4,695.30
1.00 EACH $1,179.37 $1,179.37
1.00 EACH $1,156.25 $1,156.25
1.00
EACH
$1,433.75
$1,433.75
12.00
EACH
$0.00
$0.00
Continued... Page: 2 of 3
c:;
Quote #:
OT0033815
TECHNOLOGY SOLUTIONS
Date:
11/15/2018
Delivery Date:
GTS Technology Solutions, Inc.
Expire Date:
3/15/2019
9211 Waterford Centre Blvd
Customer ID:
TXCLU613002
Suite 125
Sales Contact:
Tanner Funke
Austin, TX, 78758
Phone: (512) 452-0651
INSTALLATION SERVICES
15 SERVICES: GTS SERVICES: TRAVEL AND DIR-TSO-3652 1.00 EACH $1,150.00 $1,150.00
EXPENSES
16 SERVICES: PROJECT MANAGEMENT: Project DIR-TSO-3655 1.00 EACH $280.00 $280.00
Management
Total Weight (EACH): 0 Sales Total: $212,843.88
Total Volume (EACH): 0 Freight & Misc.: $0.00
These prices do NOT include taxes, insurance, shipping, delivery, setup fees, or any cables or cabling services or Tax Total: $0.00
material unless specifically listed above. All prices are subject to change without notice. Supply subject to Total (USD): $212,843.88
availability.
Page: 3 of 3
VICa1t.ANT
9 0 L U T I O N 8
Enterprise Service Agreement (ESA)
This Vigilant Solutions Enterprise Service Agreement (the "Agreement") is made and entered into as of
this Day of 201_ by and between Vigilant Solutions, LLC , a Delaware corporation, having its
principal place of business at 1152 Stealth Street, Livermore, CA 94551 ("Vigilant") and
City of Lubbock Police Department , a law enforcement agency (LEA) or other governmental agency, having
its principal place of business at 916 Texas Avenue, Lubbock, Texas 79401 ("Affilliate").
WHEREAS, Vigilant designs, develops, licenses and services advanced video analysis software technologies for
the law enforcement and security markets;
WHEREAS, Vigilant provides access to license plate data as a value-added component of the Vigilant law
enforcement package of license plate recognition equipment and software;
WHEREAS, Affiliate will separately purchase License Plate Recognition (LPR) hardware components from
Vigilant and/or its authorized reseller for use with the Software Products (as defined below);
WHEREAS, Affiliate desires to license from and receive service for the Software Products provided by Vigilant;
THEREFORE, In consideration of the mutual covenants contained herein this Agreement, Affiliate and Vigilant
hereby agree as follows:
I. Definitions:
"Booking Images" refers to both LEA Booking Images and Commercial Booking Images.
"CJIS Security Policy" means the FBI CJIS Security Policy document as published by the FBI CJIS Information Security
Officer.
"CLK" or "Camera License Key" means an electronic key that will permit each license of Vigilant's CarDetector brand
LPR software or LineUp brand facial recognition software (one CLK per camera) to be used with other Vigilant approved
and licensed LPR hardware components (i.e., cameras and other hardware components provided by Vigilant or
provided by a Vigilant certified reselling partner that has authority from Vigilant to deliver such Vigilant -authorized
components) and Software Products. CLKs shall be not issuable and if issued in error shall be removed and immediately
rendered null and void for cameras and other hardware components that are not Vigilant -authorized cameras and
other hardware components or are delivered to Affiliate by another vendor that is not a Vigilant certified reselling
partner.
"Commercial Booking Images" refers to images collected by commercial sources and available on LEARN with a paid
subscription.
"Commercial LPR Data" refers to LPR data collected by private sources and available on LEARN with a paid subscription.
"Criminal Justice Information Services Division" or "CJIS" means the FBI division responsible for the collection,
warehousing, and timely dissemination of relevant CJI to the FBI and to qualified law enforcement, criminal justice,
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civilian, academic, employment, and licensing agencies.
"Effective Date" means sixty (60) days subsequent to the date set forth in the first paragraph of this Agreement.
"Enterprise License" means a non-exclusive, non -transferable license to install and operate the Software Products, on
applicable media provided by Vigilant or Vigilant's certified reselling partners. This Enterprise Service Agreement allows
Affiliate to install the Software Products on such devices, in accordance with the selected Service Package(s), and allow
benefits of all rights granted hereunder this Agreement.
"LEA Booking Images" refers to images collected by LEAs and available on the Software Service for use by other LEAS.
LEA Booking Images are freely available to LEAs at no cost and are governed by the contributing LEA's policies.
"LEA LPR Data" refers to LPR data collected by LEAs and available on LEARN for use by other LEAs. LEA LPR Data is
freely available to LEAs at no cost and is governed by the contributing LEA's retention policy.
"Service Fee" means the amount due from Affiliate prior to the renewal of this Agreement as consideration for the
continued use of the Software Products and Service Package benefits according to Section VIII of this Agreement.
"Service Package" means the Affiliate designated service option(s) which defines the extent of use of the Software
Products, in conjunction with any service and/or benefits therein granted as rights hereunder this Agreement.
"Service Period" has the meaning set forth in Section III (A) of this Agreement.
"Software Products" means Vigilant's Law Enforcement & Security suite of Software Products including CarDetector,
Law Enforcement Archival & Reporting Network (LEARN), PlateSearch, Mobile Companion for Smartphones, Target
Alert Service (TAS) server/client alerting package, FaceSearch, LineUp, and other software applications considered by
Vigilant to be applicable for the benefit of law enforcement and security practices. Software Products shall only be
permitted to function on approved Vigilant cameras and other hardware components provided by Vigilant or through
Vigilant certified reselling partners. Software Products shall not be permitted to operate on third -party provided or
not Vigilant -authorized hardware components, and if found to be operating on third -party provided hardware
components Software Products shall be promptly removed by Affiliate.
"Technical Support Agents" means Affiliate's staff person specified in the Contact Information Worksheet of this
Agreement responsible for administering the Software Products and acting as Affiliate's Software Products support
contact.
"User License" means a non-exclusive, non -transferable license to install and operate the Software Products, on
applicable media, limited to a single licensee.
"Users" refers to individuals who are agents and/or sworn officers of the Affiliate and who are authorized by the
Affiliate to access LEARN on behalf of Affiliate through login credentials provided by Affiliate.
II. Enterprise License Grant; Duplication and Distribution Rights:
Subject to the terms and conditions of this Agreement, Vigilant hereby grants Affiliate an Enterprise License to the
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S O L U T I ...
Software Products for the Term provided in Section III below. Except as expressly permitted by this Agreement, Affiliate
or any third party acting on behalf of Affiliate shall not copy, modify, distribute, loan, lease, resell, sublicense or
otherwise transfer any right in the Software Products. Except as expressly permitted by this Agreement, no other rights
are granted by implication, estoppels or otherwise. Affiliate shall not eliminate, bypass, or in any way alter the copyright
screen (also known as the "splash" screen) that may appear when Software Products are first started on any computer.
Any use or redistribution of Software Products in a manner not explicitly stated in this Agreement, or not agreed to in
writing by Vigilant, is strictly prohibited.
III. Term; Termination.
A. Term. The initial term of this Agreement is for one (1) year beginning on the Effective Date (the "Initial
Term"), unless earlier terminated as provided herein. Sixty (60) days prior to the expiration of the Initial Term and each
subsequent Service Period, Vigilant will provide Affiliate with an invoice for the Service Fee due for the subsequent
twelve (12) month period (each such period, a "Service Period"). This Agreement and the Enterprise License granted
under this Agreement will be extended for a Service Period upon Affiliate's payment of that Service Period's Service
Fee, which is due 30 days prior to the expiration of the Initial Term or the existing Service Period, as the case may be.
Pursuant to Section XIII below, Affiliate may also pay in advance for more than one Service Period.
B. Affiliate Termination. Affiliate may terminate this Agreement at any time by notifying Vigilant of the
termination in writing thirty (30) days prior to the termination date and deleting all copies of the Software Products. If
Affiliate terminates this Agreement prior to the end of the Initial Term, Vigilant will not refund or prorate any license
fees, nor will it reduce or waive any license fees still owed to Vigilant by Affiliate. Upon termination of the Enterprise
License, Affiliate shall immediately cease any further use of Software Products. Affiliate may also terminate this
agreement by not paying an invoice for a subsequent year's Service Fee within sixty (60) days of invoice issue date.
C. Vigilant Termination. Vigilant has the right to terminate this Agreement by providing thirty (30) days
written notice to Affiliate. If Vigilant's termination notice is based on an alleged breach by Affiliate, then Affiliate shall
have thirty (30) days from the date of its receipt of Vigilant's notice of termination, which shall set forth in detail
Affiliate's purported breach of this Agreement, to cure the alleged breach. If within thirty (30) days of written notice of
violation from Vigilant Affiliate has not reasonably cured the described breach of this Agreement, Affiliate shall
immediately discontinue all use of Software Products and certify to Vigilant that it has returned or destroyed all copies
of Software Products in its possession or control. If Vigilant terminates this Agreement prior to the end of a Service
Period for breach, no refund for any unused Service Fees will be provided. If Vigilant terminates this Agreement prior
to the end of a Service Period for no reason, and not based on Affiliate's failure to cure the breach of a material term
or condition of this Agreement, Vigilant shall refund to Affiliate an amount calculated by multiplying the total amount
of Service Fees paid by Affiliate for the then -current Service Period by the percentage resulting from dividing the
number of days remaining in the then -current Service Period, by 365.
IV. Warranty and Disclaimer, Infringement Protection; Use of Software Products Interface.
A. Warranty and Disclaimer. Vigilant warrants that the Software Products will be free from all Significant
Defects (as defined below) during the term of this Agreement (the "Warranty Period"). "Significant Defect" means a
defect in a Software Product that impedes the primaryfunction 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
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9� l U T � O N 5
commercially reasonable manner, Affiliate may terminate this Agreement and Vigilant shall refund to Affiliate an
amount calculated by multiplying the total amount of Service Fees paid by Affiliate for the then -current Service Period
by the percentage resulting from dividing the number of days remaining in the then -current Service Period, by 365. The
foregoing remedies are Affiliate's exclusive remedy for defects in the Software Product. Vigilant shall not be
responsible for labor charges for removal or reinstallation of defective software, charges for transportation, shipping
or handling loss, unless such charges are due to Vigilant's gross negligence or intentional misconduct. Vigilant disclaims
all warranties, expressed or implied, including but not limited to implied warranties of merchantability and fitness for
a particular purpose. In no event shall Vigilant be liable for any damages whatsoever arising out of the use of, or
inability to use, the Software Products.
B. Infringement Protection. If an infringement claim is made against Affiliate by a third -party in a court
of competent jurisdiction regarding Affiliate's use of any of the Software Products, Vigilant shall indemnify Affiliate,
and assume all legal responsibility and costs to contest any such claim. If Affiliate's use of any portion of the Software
Products or documentation provided to Affiliate by Vigilant in connection with the Software Products is enjoined by a
court of competent jurisdiction, Vigilant shall do one of the following at its option and expense within sixty (60) days
of such enjoinment: (1) Procure for Affiliate the right to use such infringing portion; (2) replace such infringing portion
with a non -infringing portion providing equivalent functionality; or (3) modify the infringing portion so as to eliminate
the infringement while providing equivalent functionality.
C. Use of Software Products Interface. Under certain circumstances, it may be dangerous to operate a
moving vehicle while attempting to operate a touch screen or laptop screen and any of their applications. It is agreed
by Affiliate that Affiliate's users will be instructed to only utilize the interface to the Software Products at times when
it is safe to do so. Vigilant is not liable for any accident caused by a result of distraction such as from viewing the screen
while operating a moving vehicle.
V. Software Support, Warranty and Maintenance.
Affiliate will receive technical support by submitting a support ticket to Vigilant's company support website or by
sending an email to Vigilant's support team. Updates, patches and bug fixes of the Software Products will be made
available to Affiliate at no additional charge, although charges may be assessed if the Software Product is requested to
be delivered on physical media. Vigilant will provide Software Products support to Affiliate's Technical Support Agents
through e-mail, fax and telephone.
VI. Camera License Keys (CLKs).
Affiliate is entitled to use of the Software Products during the term of this Agreement to set up and install the Software
Products on an unlimited number of media centers within Affiliate's agency in accordance with selected Service
Options. As Affiliate installs additional units of the Software Products and connects them to LPR cameras, Affiliate is
required to obtain a Camera License Key (CLK) for each camera installed and considered in active service. A CLK can be
obtained by Affiliate by going to Vigilant's company support website and completing the online request form to Vigilant
technical support staff. Within two (2) business days of Affiliate's application for a CLK, Affiliate's Technical Support
Agent will receive the requested CLK that is set to expire on the last day of the initial Term or the then -current Service
Period, as the case may be.
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04,V1 ILANT
S O L U T I O N S
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.
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.
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.
Vill. Data Sharing, 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 LEA Booking Images with similarly situated LEAs who contract with Vigilant to access LEARN
(for example, LEAs who share LEA LPR Data with other LEAs). Vigilant will not share any LEA LPR Data 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 CJIS Security Policy. The hosting facility utilizes
access control technologies that meet or exceed CIIS requirements. In addition, Vigilant has installed and configured
network intrusion prevention appliances, as well as ensured that the configuration of the Microsoft environment
adhere to the Windows Server Security Guide.
IX. Ownership and use of Data.
Vigilant retains all title and rights to Commercial LPR Data and all Commercial Booking Images. Users shall not utilize
Commercial LPR Data or Commercial Booking Images on the behalf of other local, state or Federal LEAs. Affiliate retains
all 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 created and provided
to the Affiliate. After the copy is created, all LEA LPR Data and LEA Booking Images generated by the Affiliate will be
deleted from LEARN at the written request of an authorized representative of the Affiliate or per the Affiliate's
designated retention policy, whichever occurs first. Commercial LPR Data, Commercial Booking Images, LEA LPR Data
and LEA Booking Images should be used by the Affiliate for law enforcement purposes only.
X. Loss of Data, Irregularities and Recovery.
Vigilant places imperative priority on supporting and maintaining data center integrity. Using redundant disk arrays,
there is a virtual guarantee that any hard disk failure will not result in the corruption or loss of the valuable LPR data
that is essential to the LEARN system and clients.
XI. Data Retention and Redundancy.
LEA LPR Data and LEA Booking Images are governed by the contributing LEA's retention policy. LEA LPR Data that
reaches its expiration date will be deleted from LEARN. Vigilant's use of redundant power sources, fiber connectivity
and disk arrays ensure no less than 99% uptime of the LEARN LPR database server system.
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XII. Account Access.
A. Eligibility. Affiliate shall only authorize individuals who satisfy the eligibility requirements of "Users"
to access LEARN. Vigilant in its sole discretion may deny access to LEARN to any individual based on such person's
failure to satisfy such eligibility requirements. User logins are restricted to agents and sworn officers of the Affiliate.
No User logins may be provided to agents or officers of other local, state, or Federal LEAS without the express written
consent of Vigilant.
B. Security. Affiliate shall be responsible for assigning an Agency Manager who in turn will be responsible
for assigning to each of Affiliate's Users a username and password (one per user account). A limited number of User
accounts is provided. Affiliate will cause the Users to maintain username and password credentials confidential and
will prevent use of such username and password credentials by any unauthorized person(s). Affiliate shall notify
Vigilant immediately if Affiliate believes the password of any of its Users has, or may have, been obtained or used by
any unauthorized person(s). In addition, Affiliate must notify Vigilant immediately if Affiliate becomes aware of any
other breach or attempted breach of the security of any of its Users' accounts.
C. CAS Requirements. Affiliate certifies that its LEARN users shall comply with the GIS requirements
outlined in Exhibit B.
XIII. Service Package, Fees and Payment Provisions.
A. Service Package. This Enterprise License Agreement is based on one (1) of the three (3) following Service
Package Options. Please select one (1) Service Package below:
❑ Service Package - Basic LPR Service Package:
• Vigilant Managed/Hosted LPR server LEARN Account
• Access to all Vigilant Software including all upgrades and updates
• Unlimited user licensing for the following applications:
o LEARN, CarDetector and TAS
❑ Service Package - Option # 1— Standard LPR Service Package:
• All Basic Service Package benefits
• Unlimited use of CarDetector— Mobile Hit Hunter (CDMS-MHH)
• Unlimited use of Vigilant's LPR Mobile Companion smartphone application
0 Service Package - Option # 2 —'Intelligence-Led Policing (ILPY Service Package:
• All Service Package Option # 1 benefits
• Mobile LPR hardware up to level of Tier (see Exhibit A)
• Use of Vigilant Facial Recognition technologies up to level of Tier
• FaceSearch Account
• FaceSearch Mobile Companion
• Templates up to limit for FaceSearch Account (details in Exhibit A)
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Tiered based on size of department (Tier 1A up to 50 sworn officers Tier 1 up to 100 sworn officers,
Tier 2 up to 200 sworn officers, Tier 3 up to 500 sworn officers, Tier 4 up to 1,000 sworn officers,
Tier 5 up to 1,500 sworn officers, Tier 6 up to 2,000 sworn officers)
States, Federal Agencies, and Departments with greater than 2,000 sworn fall under a, "Custom"
Tier which will be defined in the Annual Service Fee Schedule if applicable.
B. Service Fee. Payment of each Service Fee entitles Affiliate to all rights granted under this Agreement,
including without limitation, use of the Software Products for the relevant Service Period, replacement of CLKs, and
access to the updates and releases of the Software Products and associated equipment driver software to allow the
Software Products to remain current and enable the best possible performance. The annual Service Fee due for a
particular Service Period is based on the number of current Vigilant issued CLK's at the time of Service Fee invoicing,
and which will be used by Affiliate in the upcoming Service Period. A schedule of annual Service Fees is shown below:
Annual Service Fee Schedule (multiplied by number of CLK's Issued)
aTotal
# of CLK's under this ESA
0-14 CLK's
15-30 CLK's
31-60 CLK's
Over 60
0
Basic Service
1
$525.00
$450.00
$400.00
$275.00�Q
01
Standard (Option # 1)
$750.00
$640.00 IF
$565.00 ji
$390.00
OF-
ILP Subscriber CLK Renewal Fees
$525.0
$450.00 11
$400.00
1 $275.00
a
Annual Parking Fee Schedule
niParking
Enforcement System Toolkit
$1,000.00 per system 11
oParking
Integration IF
$1,000.00
fl
101
Scofflaw Alerting Service
[ $25,000.00 =U
01
aTier
Intelligence -Led Policing Service Package Annual Fee Schedule
ILP Annual Fee
Q
01
ILP Tier 1(Option #2)17
$14,995.00 �a
QiILP
Tier 2 (Option #2) 71
$34,495.00 �a
niILP
Tier 3 (Option #2)
$59,995.00
aILP
Tier 4 (Option #2)
$89,995.00
a
ILP Tier 5 (Options #2) 7F
$119,995.00
aILP
Tier 6 (Option #2)
$154,995.00
Annual Service Fee Schedule for Image Enrollment (applicable to FaceSearch/Lineup)
01 5,000Images $750.00 7O
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Payment of the Service Fee is due thirty (30) days prior to the renewal of the then -current Service Period. All Service
Fees are exclusive of any sales, use, value-added or other federal, state or local taxes (excluding taxes based on
Vigilant's net income) and Affiliate agrees to pay any such tax. Service Fees may increase by no higher than 4% per
year for years after the first year of this agreement. For ILP (Option # 2) Tier packages, the Tier amount is due for
subsequent periods and Basic Service CLK fees are due for all cameras from previous periods (this is in addition to the
Annual Subscription Fee).
Affiliate and Vigilant agree that the number of CLKs issued as of the Effective Date of this Agreement is [insert
Quantity]. All future additions of CLKs shall only be those as provided for*in the definitions provided above.
C. Advanced Service Fee Payments. Vigilant will accept advanced Service Fee payments on a case by
case basis for Affiliates who wish to lock in the Service Fee rates for subsequent periods at the rates currently in effect,
as listed in the table above. If Affiliate makes advanced Service Fee payments to Vigilant, 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
entitles Affiliate continued operation of the designated camera unit systems for the following Service Period until the
credits are reduced to a zero balance.
D. Price Adiustment. 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
Affiliate notice of the proposed increase on or before the date that Vigilant invoices Affiliate for the upcoming Service
Period.
XIV. Miscellaneous.
A. Limitation of Liability. IN NO EVENT SHALL VIGILANT 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 AFFILIATE TO
VIGILANT FOR THE SOFTWARE PRODUCTS LICENSED UNDER THIS AGREEMENT.
B. Confidentiality. Affiliate acknowledges that Software Products contain valuable and proprietary
information of Vigilant and Affiliate will not disassemble, decompile or reverse engineer any Software Products to gain
access to confidential information of Vigilant.
C. Assignment. 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. Amendment; Choice of Law. No amendment or modification of this Agreement shall be effective
unless in writing and signed by authorized representatives of the parties. This Agreement shall be governed by the laws
of the state of California without regard to its conflicts of law.
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E. Complete Agreement. This Agreement constitutes the final and complete agreement between the
parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, written
or oral, with respect to such subject matter.
F. Relationship. The relationship created hereby is that of contractor and customer and of licensor and
Affiliate. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the
parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other and
shall have no power or authority to bind or obligate the other in any manner to any third party. The employees or
agents of one party shall not be deemed or construed to be the employees or agents of the other parry 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
Affiliate and their permitted successors, executors, representatives, administrators and assigns. Nothing in this
Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation
or other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a
party to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity
in connection with this Agreement.
H. Construction. The headings used in this Agreement are for convenience and ease of reference only,
and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing
time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly
provided herein.
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. Affiliate, 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.
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
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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
Attn: Sales Administration
1152 Stealth Street
Livermore, CA 94551
Affiliate: City of Lubbock
Attn: Police Department
Address: 916 Texas Avenue
Lubbock, Texas 79401
M. Authorized Representatives; Technical Support Agents. Affiliate's Authorized Representatives and its
Technical Support Agents are set forth below in the Contact Information Worksheet. Affiliate's Authorized
Representative is responsible for administering this Agreement and Affiliate's Technical Support Agents are responsible
for administering the Software Products and acting as Affiliate's Software Products support contact. Either party may
from time to time change its Authorized Representative, and Affiliate may from time to time change its Technical
Support Agents, in each case, by delivering 30 days advance notice to the other party in accordance with the notice
provisions of this Agreement.
N. Facial Recognition Image Integration. Affiliate may elect, at its sole discretion, to have Vigilant enable
the ability for the Affiliate's existing facial recognition images to be imported into its FaceSearch gallery. This process
requires some reformatting of the data for compatibility. The data remains property of the Affiliate, is maintained
according to the retention policy set by the Affiliate and is shared to other agencies under the rules defined by the
Affiliate. This service is at an additional cost. Vigilant uses a third -party service from The Center for Law Enforcement
Technology, Training, & Research, Inc. (LETTR) to deliver this service. If the Affiliate elects to use this service, it
acknowledges that The Center for Law Enforcement Technology, Training, & Research, Inc. a non-profit, 501(c)(3)
corporation, working under contract with Vigilant and acting on behalf of the Affiliate, will perform the described
services for law enforcement information sharing purposes.
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VIGILANT
S O L U T I. N 9
IN WITNESS WHEREOF, the parties have executed the Agreement as of the Effective Date.
Manufacturer: Vigilant Solutions, LLC
Authorized Agent: Bill Quinlan
Title: Vice President Sales Operations
Date: Z —
Signature:
Affiliate Organization: City of Lubbock
Authorized Agent: Daniel M. Pope
Title: Mayor
Date: February 25, 2019
Signature:
ATTEST:
' h2--L4- All--�
R becca Garza, City ecre
APPROVED AS TO CONTENT:
Grego . S ens, Chief of Police
APPROVED AS TO FORM:
Vigilant Solutions Enterprise License Agreement - Lubbock •' // Page I 1 of 17
,*A-
°�ViGI
S O L .1 LT NANT
Enterprise Service Agreement
Contact Information Worksheet
Please complete the following contact information for your Vigilant Solutions Enterprise License program.
Enterprise License Agreement Holder
Company / Agency Name:
City of Lubbock Police Department
Company / Agency Type:
Law Enforcement Agency
Address:
Mailing: PO Box 2000, Lubbock, Texas 79457
Physcal: 916 Texas Avenue, Lubbock, Texas 79401
Primary Contact
Name:
Marian McGuire
Title:
Sergeant
Phone:
806-775-972
Email:
mkmcguire@mylubbock.us
Supervisor Information
Name:
James Shavers
Title:
Deputy Chief
Phone:
806-775-2766
Email:
jshavers@mylubbock.us
Financial Contact (Accounts Payable)
Name:
Linda Cuellar
Title:
Director of Accounting
Phone:
806-775-3253
Email:
Icuellar@mylubbock.us
Technical Support Contact # 1
Name:
Marian McGuire
Title:
Sergeant
Phone:
806-775-2792
Email:
mkmcguire@mylubbock.us
Technical Support Contact # 2
Name:
Title:
Phone:
Email:
For questions or concerns, please contact Vigilant Solutions' sales team:
sales@vigilantsolutions.com
1-925-398-2079
Vigilant Solutions Enterprise License Agreement - Lubbock Page 12 of 17
"VIGILANT
Exhibit A: Option # 2 ILP Tier Package Components
Item Descriation
ILP Bundle for Agencies of Up to 100 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
One (1) 3-Camera Mobile LPR System
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 5,000 images
ILP Bundle for Agencies of 101 to 200 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Two (2) 3-Camera Mobile LPR Systems
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 20,000 images
ILP Bundle for Agencies of 201 to 500 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Three (3) 3-Camera Mobile LPR 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 S01 to 1,000 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Four (4) 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 75,000 images
Vigilant Solutions Enterprise License Agreement - Lubbock Page 13 of 17
"e,11131L.ANT
so�ur�oNs
ILP Bundle for Agencies of 1,001 to 1,500 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Four (4) 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 100,000 images
ILP Bundle for Agencies of 1,501 to 2,000 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Five (5) 3-Camera Mobile LPR Systems
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 200,000 images
Vigilant Solutions Enterprise License Agreement - Lubbock Page 14 of 17
S O � U T I p N 5
Exhibit B: CJIS Requirements
Vigilant and the Affiliate agree on the importance of data security, integrity and system availability and that these
security objectives will only be achieved through shared responsibility. Vigilant and the Affiliate agree they will 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 and FBI-CJIS supplied data in Vigilant systems does not meet the
definition of FBI-CJIS provided Criminal Justice Information (CJI). Regardless, Vigilant agrees to treat the Affiliate -
supplied information in Vigilant systems as CJI. Vigilant will strive to meet those technical and administrative controls;
ensuring the tools are in place for the proper protection of systems, information and privacy of individuals to the
greatest degree possible.
Vigilant and the Affiliate agree that information obtained or incorporated into Vigilant systems may be associated with
records that are sensitive in nature having, tactical, investigative and Personally Identifiable Information. As such, that
information will be treated in accordance with applicable laws, 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
information responses or analytical results. Further, Vigilant and the Affiliate agree that the Affiliate is ultimately
responsible for taking the appropriate actions from results, hits, etc. generated by Vigilant products and require ongoing
training, human evaluation, verifying the accuracy and currency of the information, and appropriate analysis prior to
taking any action.
As such, the parties agree to do the following:
Vigilant:
1. Vigilant has established the use of FBI-CJIS Security Policy as guidance for implementing technical security
controls in an effort to meet or exceed those Policy requirements.
2. Vigilant agrees to appoint a CJIS Information Security Officer to act as a conduit to the client Contracting
Government Agency, Agency Coordinator, to receive any security policy information and disseminate to the
appropriate staff.
3. Vigilant agrees to adhere to FBI-CJIS Security Policy Awareness Training and Personnel Screening standards as
required by the Affiliate.
4. Vigilant agrees, by default, to classify all client supplied data and information related to client owned
infrastructure, information systems or communications systems as "Criminal Justice Data". All client information
will be treated at the highest level of confidentiality by all Vigilant staff and authorized partners. Vigilant has
supporting guidance/policies for staff handling the full life cycle of information in physical or electronic form
and has accompanying disciplinary procedures for unauthorized access, misuse or mishandling of that
information.
5. Vigilant will not engage in data mining, commercial sale, unauthorized access and/or use of any of Affiliate
owned data.
6. Vigilant and partners agree to use their formal cyber Incident Response Plan if such event occurs.
Vigilant Solutions Enterprise License Agreement - Lubbock Page 15 of 17
7. Vigilant agrees to immediately inform Affiliate of any cyber incident or data breach, to include DDoS, Malware,
Virus, etc. that may impact or harm client data, systems or operations so proper analysis can be performed and
client Incident Response Procedures can be initiated.
8. Vigilant will only allow authorized support staff to access the Affiliate's account or Affiliate data in support of
Affiliate as permitted by the terms of contracts.
9. Vigilant agrees to use training, policy and procedures to ensure support staff use proper handling, processing,
storing, and communication protocols for Affiliate data.
10. Vigilant agrees to protect client systems and data by monitoring and auditing staff user activity to ensure that it
is only within the purview of system application development, system maintenance or the support roles
assigned.
11. Vigilant agrees to inform the Affiliate of any unauthorized, inappropriate use of data or systems.
12. Vigilant will design software applications to facilitate FBI-CJIS compliant information handling, processing,
storing, and communication of Affiliate.
13. Vigilant will advise Affiliate when any software application or equipment technical controls are not consistent
with meeting FBI-CJIS Policy criteria for analysis and due consideration.
14. Vigilant agrees to use the existing Change Management process to sufficiently plan for system or software
changes and updates with Rollback Plans.
15. Vigilant agrees to provide technical security controls that only permit authorized user access to Affiliate owned
data and Vigilant systems as intended by the Affiliate and data owners.
16. Vigilant agrees to meet or exceed the FBI-CJIS Security Policy complex password construction and change rules.
17. Vigilant will only provide access to Vigilant systems and Affiliate owned information through Affiliate managed
role -based access and applied sharing rules configured by the Affiliate.
18. Vigilant agrees to provide technical controls with additional levels of user Advanced Authentication in Physically
Non -Secure Locations.
19. Vigilant agrees to provide compliant FIPS 140-2 Certified 128-bit encryption to Affiliate owned data during
transport and storage ("data at rest") while in the custody and control of Vigilant.
20. Vigilant agrees to provide firewalls and 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. Vigilant agrees to provide auditing and alerting tools within the software applications so Affiliate can monitor
access and activity of Vigilant support staff and Affiliate users for unauthorized access, disclosure, alteration or
misuse of Affiliate owned data. (Vigilant support staff will only have access when granted by the Affiliate.)
23. Vigilant will only perform direct support remote access to Affiliate systems/infrastructure when requested,
authorized and physically granted access to the applications/systems by the Affiliate. This activity will be
documented by both parties.
24. Vigilant creates and retains activity transaction logs to enable auditing by the Affiliate data owners and Vigilant
staff.
25. Vigilant agrees to provide physical protection for the equipment -storing Affiliate data along with additional
technical controls to protect physical and logical access to systems and data.
26. Vigilant agrees to participate in any Information or Technical Security Compliance Audit performed by the
Affiliate, state CJIS System Agency or FBI-CJIS Division.
27. Vigilant agrees to perform independent employment background screening for its' staff and participate in
additional fingerprint background screening as required by Affiliate.
28. Vigilant agrees that the Affiliate owns all Affiliate contributed data to include "hot -lists", scans, user information
etc., is only shared as designated by the client and remains the responsibility and property of the Affiliate.
Vigilant Solutions Enterprise License Agreement - Lubbock Page 16 of 17
Affiliate:
1. Affiliate agrees to appoint an Agency Coordinator as a central Point of Contact for all FBI-CJIS Security Policy
related matters and to assign staff that are familiar with the contents of the FBI-CJIS Security Policy.
2. Affiliate agrees to have the Agency Coordinator provide timely updates with specific information regarding any
new FBI-CJIS, state or local information security policy requirements 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-CJIS Security Awareness Training, personnel background
screening or execution of FBI-CJIS 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.
S. 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.
6. Affiliate agrees that they are responsible for proper equipment operation and placement of equipment.
7. Affiliate agrees that they are responsible for vetting authorized user access to Vigilant systems with due
consideration of providing potential access to non -Affiliate information.
8. Affiliate agrees that responsibility and control of persons granted access to purchased Vigilant systems, along
with data stored and transmitted via Vigilant systems, 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 ("Hotlist upload") into Vigilant systems.
10. Affiliate agrees to reinforce client staff policies and procedures for secure storage and protection of Vigilant
system passwords.
11. Affiliate agrees to reinforce client staff policies for creating user accounts with only government domain email
addresses. Exceptions will be granted in writing.
12. Affiliate agrees to reinforce client staff policies for not sharing user accounts.
13. Affiliate agrees to use Vigilant role -based access as designed to foster system security and integrity.
14. Affiliate agrees that they control, and are responsible for, appropriate use 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 responsible for developing policies, procedures and enforcement for
applying 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 protection strategies are accomplished
through the tools provided by Vigilant for account and user management features along with audit and alert
threshold features.
17. Affiliate agrees to use the "virtual escorting" security tools provided for managing client system remote access
and monitor Vigilant support staff when authorized to assist the client.
18. Affiliate agrees that the Vigilant designed technical controls and tools will only be effective in conjunction with
Affiliate created policies and procedures that guide user access and appropriate use of the system.
19. Affiliate agrees that information and services provided through Vigilant products do not provide any actionable
information, Affiliate users are responsible forthe validity and accuracy of their data and developing procedures
to verify information with the record owner and other systems (NCIC) based upon the potential lead generated.
Vigilant Solutions Enterprise License Agreement - Lubbock Page 17 of 17
VIGILANT
SOLUTIONS
Vigilant Solutions owns and manages the single largest license plate recognition (LPR)
data sharing initiative that consists of over 10 billion LPR detections and is growing at
a rate of over 175 million scans monthly. This data consists largely of commercial data
harvested by Vigilant and made available for law enforcement consumption. This
extensive LPR data set provides intangible value from an investigative perspective
inside of the LEARN suite of applications.
LEARN offers an exclusive application known as the Mapping Alert Service (MAS).
MAS enables the agency to leverage the data sharing initiative of NVLS to match ALL
available LPR data against agency hotlists and provide "hits" on a map interface with
agency -customizable icons. This can be used both to locate vehicles of interest, and
also to visualize criminal "hot -spots" for predictive policing efforts.
• LEARN has the ability to query by year, make and model.
LEARN offers an exclusive application known as Stakeout that allows for a user
to enter an address to see all "visits" to this location. Users may select visits
and virtually "stakeout" a location, seeing all LPR scans collected by a driver on
a given "visit".
LEARN offers an exclusive reporting option in its Stakeout application allowing for
multiple points of interest to be defined on a map, with corresponding geo-zonesand
times/dates, for the location of "common plates" that are seen in more than one of
the locations of interest. This feature allows for investigations into pattern crimes
(robberies, burglaries, sex offenses, etc.) for generating leads into the identification of
serial offenders and the identification of associated members of organized criminal
enterprises.
LEARN offers an exclusive query utility known as Associate Analysis. A query on a
known plate can be sent for Associate Analysis to identify other vehicles commonly
seen in close proximity to the suspect vehicle. This is very useful in identifying
possible associates of a known suspect, or perhaps establishing a pattern of
surveillance between a perpetrator and a victim.
LEARN offers an unmatched query capability that includes the ability of a user to define
a search geo-zone through simple drawing tools on a map interface. Available drawing
tools include rectangles, circles, and custom polygons
BE SAFE. BE SMART. BE VIGILANT ,,1, ,
VIGILANT
SOLUTIONS
LEARN offers an exclusive application known as Locate Analysis which is designed to
provide a probabilistic assessment of where to most likely locate a suspect vehicle.
Locate Analysis groups LPR detections around addresses, tells you how many visits to
these addresses have been conducted by an LPR-equipped vehicle, how many times a
suspect vehicle has been seen at each location, if the suspect is more likely to be seen
during the day or night at each location, tells you the most recent and most popular
locations and provides you with an interactive and chronological map view. All this
information is compiled into a simple Locator Score, giving immediate and actionable
information on where and when you are most likely to find yoursuspect.
Vigilant Solutions is the only vendor to provide the ability to administer software
updates to field -installed mobile LPR systems directly from the back -office. Software
updates from Vigilant are made available to Agency Managers in LEARN and can then
be pushed out to vehicles in the field via standard LEARN server -to -vehicle
communications. This feature saves time for the agency in administering field software
updates.
Vigilant Solutions is the only LPR vendor that offers mobile LPR systems using a Digital
Signal Processor (DSP). This is important to the agency because a DSP unit is a solid-
state device that contains no moving parts including the processor, motherboard, or
memory. The DSP is designed for ruggedized mobile conditions and is resistant to
failure due to shock and other adverse conditions commonly seen in a patrol vehicle.
Vigilant Solutions offers an exclusive feature in its mobile LPR system known as the
Mobile Hit Hunter (MHH). Like MAS, MHH enables the agency to match recent NVLS
data against the agency hotlists and distribute any resulting "hits" to MHH-equipped
patrol vehicles that are within a two-mile radius of the suspect vehicle. This service
greatly enhances the efficiency of officers on patrol.
Vigilant Solutions offers an exclusive smartphone application known as Mobile
Companion. Available for both Whone and Android devices, Mobile Companion
allows for an agency user to capture license plate images for checking against
agency hotlists, receive alerts on matches against agency hotlist, and perform
queries against all available LPR data (agency generated and commercial data).
This is ideal for special events, bike rallies, and officers on foot patrol.
BE SAFE. BE SMART. BE VIGILANT