HomeMy WebLinkAboutCC Resolution 13360 (Law Enforcement Product Software Site; Vigilant Video)RESOLUTION NO. 13360
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE A LAW ENFORCEMENT PRODUCT SOFTWARE SITE
LICENSE AGREEMENT WITH VIGILANT VIDEO INC.
Whereas, the City of San Rafael Police Department has purchased a four (4) camera Automated
Vehicle License Plate Reader System and a two (2) camera Automated Vehicle License Plate
Reader System from Vigilant Video Inc., partially funded with a grant from the Department of
Homeland Security grant, pursuant to City Council Resolution No. 13309 adopted on March 19,
2012; and
Whereas, the City of San Rafael Police Department needs to acquire software pursuant to a Law
Enforcement Product Software Site License Agreement with Vigilant Video Inc. in order to
maximize the use and operation of the aforementioned Automated Vehicle License Plate Reader
Systems; and
Whereas, the City Council may waive competitive bidding under San Rafael Municipal Code
Section 2.55.070(D) for valid reasons, and the City Council finds that such a waiver of
competitive bidding is appropriate in these circumstances for the foregoing reasons.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
RESOLVES as follows:
The City Council waives competitive bidding and approves and authorizes the City Manager to
execute the Law Enforcement Product Software Site License Agreement with Vigilant Video
Inc., in the form attached to the Staff Agenda Report and on file with the City Clerk.
1, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing
Resolution was duly and regularly introduced and adopted at a regular meeting of the City
Council of said City held on Monday, the 181h day of June, 2012, by the following vote, to wit:
AYES: COUNCILMEMBERS: Connolly, Heller, Levine. McCullough &'Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ESTHER C. BEIRNE, City Clerk
Vigilant Video
Law Enforcement Product Software Site License Agreement
This Vi2Vgilant Video
5Aware Site License Agreement (the "Agreement") is made and entered into as
this ay of.,j 2012 (the "Effective Date") by and between Vigilant Video Inc., a
Delaware corporation, havingAs principal place of business at 2021 Las Positas Court Suite # 101,
Livermore, CA 94551 ("Vigilant Video') and the City of San Rafael, , ('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)
THE, REFORE, Licensee and Vigilant hereby agree as follows:
Definitions-
"Affillate(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 tile Software
Product(s) (as defined below). The City of San Rafael is considered Affiliates under this Agreement, Final
determination of affiliate approval is left to the sole discretion of Vigilant Video.
0
"Effective Date" means the day this Agreement has been fully executed by duty authorized representatives
M f both parties.
"Soffivare Froduct(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 a period Of Lip to one (1) year.
"Subscription" means an annual renewal of the Site License field by any Licensee who is in compliance
with the terms and Conditions of this Agreement.
Site License Grant; Duplication and Distribution Rights:
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 coqyjriodlki,
the Software Product(s). Except as expressly permitted by this Agreement, no other rights are granted by
implication, estoppels or otherwise.
The Licensee is permitted to redistribute the Software Prod=t(S) to Affiliate(s) acting on behalf of Licensee
only for the duration of this Site License within the Licensee's designated agency.
Dim --
Page I o1*9
4r V Initials Licensee Initials
Affiliate(s) are permitted to use Software Produci 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
Dersonal conics PxoOuct.,llliaV, fivil thk, 10MAMPait- milr rtgv rziwYm fin-rAr kiffiltotp(li
q Ii!iIii �
regarding access to the Software Product(s) by Affilliate(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 Soffivare Product(s) are first
started on an COMDUtef. An use or redistribution of Soft%vi Pro i*1 eyglicl Iv stated bil
i NO, Is, ii I
—ffis—A—gre—em—e—nt—i—s-e-Ite—clive as of the Effective Date until terminated. Licensee may terminate this Agreeme
at any time by notifying Vigilant Video of the termination in writing thirty (30) days prior to the ternainati
and deleting all copies of the Software Product(s). If Licensee terminates its license prior to the end of t
licensed year (it being anytime after the Effective Date but prior to the one (1) year anniversary of t
Efrective Date), Vigilant Video will not reftind or prorate any license fees, nor will it reduce or waive a
license fees still owed to Vigilant Video by Licensee, Upon termination of the Site License, Licensee sh
immediately cease any further use of Software Product(s) by itself or Its Affiliate(s),
Licensee acknowledges that if' Licensee breaches its obligations under this Agreement or violates a
material term or condition of this Agreement and if Licensee fails to rectify such breach or violation with"
sixty (60) calendar days of receiving Vigilant Video's notice of such breach or violation, Vigilant Video h
the right to immediately terminate this Agreement. Upon receipt of Vigilant Video's notice of terminatiot,
Licensee shall immediately discontinue all use of Software Product(s) and certify to Vigilant Video that
has returned or destroped all coyics
may be subject to legal action by Vigilant Video for material breach of this Agreement.
Warranty and Disclaimer:
Vigilant Video warrants that Software Product(s) manufactured by Vigilant Video will be free fro
illisignificant" 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 Softwaree Product(s
This warranty does not include products not manufactured by Vigilant Video, Vigilant Video's obligation t
repair or replace any defective Software Product(s) during the Warranty Period shall be Customer's exclusi
remedy, Vigilant Video shall not be responsible for labor charges for removal or reinstallation of defecti
software, charges for transportation, handling and shipping or loss. Licensee and its Affiliates assume th
entire risk as to the results and performance of the Software Product(s). Vigilant Video disclaims a
warranties, expressed or implied, including but not limited to implied warranties of merchantability an
fitness for a particular purpose. In no event shall Vigilant Video be liable for any damages whatsoever arlsin
out of the use of, or inability to use, the Software Product(s).
fla0 tic 2 o1*9
Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operatte a
touch screen or laptop screen and any of their applications. It is agreed by the License@ that Licensee's users
are instructed to only utilize interface to the licensed software at what time 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, 111thOUgh 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 kis 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.
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 RroductW on an unlimited number of media cjnjjW jij�_ij jjj 6 1jjlj ' M
W&UNMM MM%M jjTjjscar ukljmWtrWmi,
WtnciAL'tuWr'n
suv-mlll
be required to obtain a Camera License Key (CLIO 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 agreoment is automatically renewed upon receipt of Subscription payment, entitling the Licensee to a
full replacement set of all previously issued CLK's set to expire one (1) year from the Subscription renewal
date. This A reement will terminate if I �, the Licensee
or 2) Vigilant Video has not received payment for its Subscription fee by the Subscription Fee due date. In
oither 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 Soffivare:
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 ProdUCt(S) is installed, but Vigilant Video retains title and ownership of Software 4, 4} and all
other materials inGlUded as part of the Software Product(s).
Site License Fee.,
11.,we 3 oN V�l bfllial:� L�eensee
L,
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; Waived, as paid by Marin County So
Law Enforc ement Product Homily — Site License rice
ITIER. NUMBER OFI1 SWORN OFFICERS --JI SITE LICENSE FEE
11Tler 1 0 < Sworn Officers < 100 - jr$4,500
IS9,000
Tier 2 111 01 < Sworn Officers < 250
Tier 3 I25 —1< —Sworn 0 f 1kers jI 3,5 0 0
11 Jum I bo 1501 -<, Sworn Officers i$- 2 74 6-060
Subscription Fee:
Each Site ice
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 r(amily Annnal Subscription Fee Schedule
Tier 1 $2,5 0 Base Fee + $500 X ( N of CLK's Issued
Subscription Fee
above and beyond the first 4 CLK's)
$15,750
Tier 2 1$2,500 Base Fee + $500 X ( # of CLK's Issued
Subscription Fee
above and beyond the first 5 CLK's)
$45,000
ITier 3
Ellurlabove
$2,500 Base Fee + $500 X ( 9 of CLK's Issued
Subscription Fee
and beyond the first 5 CLK's) 1$87,750
Junto
$2,500 Base Fee + $300 X ( # of CLK's Issued
-C-LK-'s)
Subscriptlon Fee
above and beyond the first 5
$210,000
Maximum License Mrixillifful
60 CLK's
A&VInfuml, License Is
190 LK's
k1twhillm? License Maximum
-- - --....---1-300CLK's
Maydint License Maximurn
700 CLK'
_4
Approximately Ninety (90) days prior to the annual license renewal datc, Vigilant Video will provide the
Licensee an invoice For the next year's Subscription fee, Payment of the Subscription fee is due thirty (30)
days prior to the renewal date, All Fee(s) are exclusive of any sales, use, value-added or other federal. state
or local taxes (excluding taxes based on Vigilant Video's not income) and Licensee agrees to pay any such
tax.
11A
i "we -1 t71`9 V
V 111itials I Jeensce initials
Each Site License fee is based on the to -tat number of sworn officers within the Licensee's and Affiliate,
agency(s) at the time of execution of this Site License Agreement. The Site License allows for Licensee
install an unlimited number of licenses of the Software Product(s) as Licensee sees fit to put to use.
schedule of applicable Site License Pecs is shown below: Waived, as paid by Marin County SO I
00"U-5 MI,
UTIER NUMBER OF SWORN'OFFIC. E
Tier I
0 < Sworn Officers < 100
Tier 2 Fol < Sworn Officers < 250
Tier 3 —1251< Sworn Officers < 500
Jumbo<Sworn Officers
�,"., , �#t N
—1
SPTE TE LICENSE FEE
DPS�,500
:1 91000
7$13,500
.11$ -27,000 -
The Subscription fee is based on the number of current Vigilant Video issued CLK's at tile 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 ISubscription Fee Maxiinum License
r I above and beyond the first 4 CLK's) $15,750 60 CLK's
�LJ
zz-Urmn-Al MMOM&I
M
and beyond the first 5 CLK's) 1$45,000
Tier 3
,j 1i Base Fee + $500 X of CLK's Issued Subscription Fe
ve i
above and beyond the first 5 CLK's) $87,750
.= —=-- I -
[$b2
Jumbo a �,566 Base Fee + $300 X ( # of CLK's Issued-IsubscriptIon P
v4
above and beyond the first 5 CLK's) $210.000
Approximately Ninety (90) days prior to the annual license renewal date, Vigilant Video will provide th4
Licensee an invoice for the next year's Subscription fee, Payment of the Subscription fee is due thirty (30)
days prior to the renewal date. All Fee(s) are exclusive of any sales, use, value-added or other federal, state
or local taxes (excluding taxes based on Vigilant Video's not income) and Licensee agrees to pay any such
tax.
I la -c 4 ol'9
1� V V T, ;171 k-1 F; 1 Aeonyv-,12 Initials
r
advancedVigilant Video will accept advanced subscription fee payments on a case by case basis. In such event where
r on fees are made to designate at time of payinent 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 unitSystems' 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
fit Miff MKIMMMUT
Wig K#R IN I9 I I I or -do
Price Adjustment:
lair.
► �,
of these rate rise percentage limits is greater. If Vigilant Videointends to adjustannual Subscription
it must give notice to the Licensee on or before the above stated invoice date pertaining to the upcoming
annual Subscription renewal, Annual Subscription fees shall not exceed $4,000.00 per 4 camera system per
b
Credits:
Wuring the first year of a license or during subsequent year annual Subscriptions, Vigilant Video may, on its
iwn discretion, adjust fees in consideration of credits which Licensee may have earned during participation
in approved Vigilant Video marketing programs.
Initiatinga Site License:
To obtain a Law Enforcement Product Family Site License, fill out the Ordering and Contact Information
n
form below and return it with a purchase order or payment, Vigilant Video support specialists will contact
you after receiving your information.
W., ,. .I.ITUFA, .
Pao `i (fl") °`' lutis2lgnV I ica.[t�c� l��itir.�l
Vigilant Video agrees to indemnify, defend and hold harmless the City of San Rafael from any third party
claim for violation of copyright or intellectual property in connection with the city's use of the software,
I icensed under this agreement.
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 So ware
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
California without regard to its conflicts of law,
Federal Government:
Any use, copy or disclosure of Software Product(s) byte U.S. Government is subject to restrictions as set
forth in this Agreement and as provided by DFAR7,7202-1(a) and 227.7202-3(a) (1995), DFARS
252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227419, or FAR 52,227 (ALT 111), 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 term, provision of any Licensee purchase order, business form or other written
authorization will have no effect on, and will not modify, the terms of this Agreement, regardless of any
failure of Vigilant Video to object to those terms.
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 relationships between the parties hereto. Neither party shall
have any authority to enter into agreements of any kind of behalf of the other and shall have no power or
authority to bind or obligate the other in any inanner 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.
This agreement is entered into for the sole beneflt 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
authorize an one not a art :) this A
iyl 1 9 � t' Wi6i6wiili' go,
A I NOV to W -Mil WE Ito rnmanag 1 q I IPA tIR4111 I I# etun Ito I I ago I q Ing I I two-MgH I I V-3 11
The ieadixgs- msi im tkis kgreemext gre. fl -r oizvexiex-m 2xI e2so. tf r2fenmv-tiily, 9Mtim, iivt tfe&6, limit,
augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or
period for performance shall be deerned calendar days and not business days, unless otherwise expressly
provided herein.
ME=
remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain
in full force and effect.
W2111 noti
jw-mWaf4t,
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 courler 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
To: Vigilant Video:
Vigilant Video Incorporated
Attn: Sales Administration
2021 Las Positas Ct., Suite 101
Livermore, CA 94551
To: CITY OF SAN RAF AEL
c/6 Police Chief
City of San Rafael
P.O. Box 15 1560
San Rafael, CA 94915-15611
. . . . .........
V%' fnit ak LICC115ce Inithak
I I I I I I Ill I Ill I I I! III Ill III I Ill I � I'l
Manufacturer: Vigilant Video, Inc.
Authorized Agent jos6pi HafteWS14 ifi,
Title: v-P"SZ'16s-U=l wirricati—ns v
Date:
Signature:
Enforcement Agency. City of San Rafael
Authorized Agent: Nancy Mackle
Title: City Manager
Date® June 26, 2012
Signature®
I nftiak' Licensee hflfiak�
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: San Rafael
Enforcement Agency: City of San Rafael
Provide an estimated number of patrol vehicles:
Product Interest: [X] CarDetector Mobile Edition
[ ] CarDeteetor Fixed Camera Edition
Administrator Contact
Person who receh es all information related to softujare, inchrding product updates and licensing information.
Name/Position:
Department:
Address:
Telephone: Fax:
E-mail:
Billing Contact
This is the person to ►phony all hwolces and billing Information will be sent
Name/Position:
Department:
Address:
Telephone: Fax:
E-mail:
Technical Support Agent
These are the nro indn,iduals permitted to receive technical support fi•orn Vigilant !Video.
Name: Name:
Dept: Dept:
Telephone: Telephone:
Fax: Fax:
E-mail: E-mail:
I'a'le 9 (1 1, 9
VV Initials - licensee Initials