HomeMy WebLinkAboutReso 2020-3145RESOLUTION NO.2020 -
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, RATIFYING A FIRST AMENDMENT
TO THE ENTERPRISE SERVICE AGREEMENT WITH VIGILANT
SOLUTIONS LLC, FOR ACCESS TO LICENSE PLATE READER DATA,
IN AN AMOUNT NOT TO EXCEED EIGHTEEN THOUSAND FOUR
HUNDRED FIFTY DOLLARS ($18,450.00), ATTACHED HERETO AS
EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO DO ALL
THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on December 1", 2018, the City Manager executed an agreement with
Vigilant Solutions LLC, for access to license plate data in relation to the City's License Plate
Reader Program; and
WHEREAS, the initial term of the Agreement was for two (2) years, in an amount not to
exceed $44,602.00, with three (3) additional one-year renewal options; and
WHEREAS, the Agreement was set to expire on November 30, 2020; and
WHEREAS, the City Manager exercised his authority and executed a First Amendment
to the Agreement, thereby renewing for an additional one (1) year term, provided said
Amendment is ratified by the City Commission; and
WHEREAS, the City Commission now wishes to ratify the First Amendment to the
Agreement with Vigilant Solutions LLC, for access to license plate data, in an amount not to
exceed Eighteen Thousand Four Hundred Fifty Dollars ($18,450.00), bringing the total contract
amount not to exceed Sixty -Three Thousand Fifty -Two Dollars ($63,052.00), attached hereto as
Exhibit "A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Ratification of First Amendment. The City Commission hereby ratifies the First
Amendment to the Agreement with Vigilant Solutions LLC, for access to license plate data, in an
amount not to exceed Eighteen Thousand Four Hundred Fifty Dollars ($18,450.00), bringing the
total contract amount not to exceed Sixty -Three Thousand Fifty -Two Dollars ($63,052.00),
attached hereto as Exhibit "A".
Section 2. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 3. Effective Date. This Resolution will become effective upon adoption
R2020 Vigilant Solutions Access To License Plate Data Page I of 2
A
PASSED AND ADOPTED this 171h day 4ofce ber 2020.
n George H. Scholl, Mayor
, CMC, City Clerk
APPROVED AS TO FORM
AND SUFFICIENCY:
\.,Edward A. Dion, City Attorney
Moved by:�/Efi��S/�o✓ez cnvamf'-�econded by: �/�i�/55/!O/✓�C2� I�,
Vote:
Mayor Scholl
(Yes)
(No)
Vice Mayor Svechin
(Yes)
(No)
Commissioner Goldman
(Yes)
(No)
Commissioner Lama
(Yes)
(No)
Commissioner Viscarra
(Yes)
(No)
R2020 Vigilant Solutions Access To License Plate Data Page 2 of 2
SVN�1<ff
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
r r,rr o� 54Oµ AipS (305) 949-3113 Fax
MEMORANDUM
TO: The Honorable Mayor and City Commission
VIA: Christopher J. Russo, City Manager
FROM: Dwight P. Snyder, Chief of Police
DATE: 12/17/2020
Ratifying a First Amendment to the Agreement with
RE: Vigilant Solutions for Access to License Plate Reader
Data
RECOMMENDATION:
This Resolution is presented for your consideration.
REASONS:
The City of Sunny Isles Beach Police Department entered into a two
year agreement with Vigilant Solutions in October 2018, for licensing
fees and a commercial data subscription. That agreement has a
renewal option of three (3), one (1) year renewals. We are seeking the
first renewal in an amount not to exceed $18,450.00.
FUNDING SOURCE:
From the Police Department $10,400.00 (commercial data
subscription): 600-3-5210-434050-99504. From the IT Department
$8,050.00 (licensing fees): 001-2-5160-434050-00000.
ATTACHMENTS:
Description
Resolution
First Amendment
Item Number: 10.A.
p+y}fNt Vt¢r,
FIRST AMENDMENT TO THE AGREEMENT
BE WEEN.THE CITY OF SUNNY ISLES BEACH AND
VIGILANT SOLUTIONS. LLC.
a vc+ ✓v
CONTRACT NO.2020-7729
This First Amendment to the Agreement between the CITY OF SUNNY ISLE EACH
C'City") and VIGILANT SOLUTIONS, LLC. C'Contractor"), executed this ISLE
of
December, 2020, is made a part of the original Agreement between the parties dated December 1,
2018 ("the Agreement % between the City and Contractor attached hereto as Attachment "A"
The City and Contractor hereby agree as follows:
1. OPTION TO RENEW., The City hereby wishes to exercise its first option to renew the
Agreement for one (1) year in accordance with Section I11(A) of the original Agreement, as more
particularly described in Attachment "A", which is attached hereto and incorporated herein by
reference. This is the first renewal per the original Agreement. The City has a right to exercise two
(2) additional one (1) year renewals as per the original Agreement.
2. ADDITIONAL COMPENSATION. Payment to Contractor is hereby amended to include
additional compensation not to exceed Eighteen Thousand Four Hundred Fitly Dollars (S18,454.00)
for the renewal period, bringing the total contract amount not to exceed Sixty -Three Thousand Fifty -
Two Dollars and Fifty Cents ($63,052.50).
3. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED
COMPANIES. Pursuant to Florida Statutes Section 287.135, contracting with any entity that is
listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of
Israel is prohibited. Contractors must certify that the company is not participating in a boycott of
Israel. Any contract for goods or services of 0ric Million Dollars ($1,000,000) or more shall be
terminated at the City's option if it is discovered that the entity submitted false documents of
certification, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in
business operations in Cuba or Syria after July I, 2019,
Any contract entered into or renewed after July I, 2018 shall be terminated at the City's option if
the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the
boycott of Israel. Contractors must submit the certification that is attached to this agreement as
Attachment "B". Submitting a false certification shall be deemed a material breach of contract.
The City shall provide notice, in writing, to the Contractor of the City's determination coneertting
the false certification. The Contractor shall have ninety (90) days following receipt of the notice
to respond in writing and demonstrate that the determination was in error. If the Contractor does
not demonstrate that the City's determination of false certification was made in error, then the City
shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute
Section 287,135,
3. OTHER PROVISIONS REMAIN IN EFFECT: Except as specifically modified
herein, all terms and conditions of the original Agreement between the parties, dated December 1,
2018, attached hereto as Attachment "A", shall remain in full force and effect.
4. CONFLICTING PROVISIONS: In the event of a conflict or inconsistency between the
terms and conditions of this First Amendment and the terms and conditions of any other document,
attachment, or event described elsewhere, including but not limited to Attachment `A" and °`B",
and the terms and conditions of this First Amendment shall prevail and take priority,
IN WITNESS WHEREOF, the parties hereto have executed this document as of the date
mentioned above.
FITNESS:
Signature
Print Name
t
ATTES
�o
BY:
Ala ricio
CMC, City Clerk
VIGILANT SOLUTIONS, LLC.
BY:.
CITY OF
ISLES BEACH
Be"U V
George H. choli, N[ayor
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY:
Edward A. Dion, City Attorney
V
MY ,
1 er rise Service Amement SA
► r
This Vigilant Solutions Enterprise Service Agreement (the "Agreement"} is made and
entered into as of this _.r day of , 2018 by and between Vigilant Solutions LLC,
a Delaware corporation, having its principal place of business at 1152 Stealth Street, Livermore,
CA 94551 ("Vigilant") and the City oPSunny Isles Beach, a Florida municipal corporation located
at 18070 Collins Avenue, Sunny Isles Bleach, FL 33164 ("Affiliate" or "City" )_
WHEREAS, Vigilant designs, develops, licenses and services advanced video analysis
software technologies for the law enforcement and security markets;
WHEREAS, Vigilant provides aocw 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:
T. Definitions:
"CLK" or "Camera License Key" means an electronic key that will pertnit each license of
Vigilant's CarDetector brand LPR software (one CLK per camera) to be used with other Vigilant
LPR hardware components and Sofhvare Products.
"Effective Plate" means December I, 2018 as set forth in Section III of this Agreement,
"Enterprise License" means a non-exclusive, non -transferable license to install and operate the
Software Products, on any applicable media, without quantity or limitation. This Enterprise
Service Agreement allows Affiliate to install the Software Products on an unlimited number of
devices, in accordance with the selected Service Package(s), and allow benefits of all rights granted
hereunder this Agreement.
Attachment rAll
Visihnl Solulions Em4ynrin UOMW igrwwrf Ease 1
"LEA LPR Data" refers to the License Plate Recognition (LPR) data collected by a Law
Enforcement Agency (LEAS) and available on Law Enforcement Archival & Reporting Network
(LEARN) for use by other LEAs. LEA LPR Data is freely available to LEAS at no cost and is
govemcd by the contributing LEA's retention policy.
"Commercial LPR Data" refers to LPR data collected by private commercial sources and
available on LEARN with a paid subscription.
"Service Package" means the Affiliate designated service option(s) which defines the extent of
use of the Software Products, in conjunction with any service andlor benefits therein granted as
rights hereunder this Agreement.
"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 ViIl of this Agreement.
"Service Period" means an interval of twelve (12) months.
"Software Products" means Vigilant's Law Enforcement & Security suite of Software Products
including CarDetectar, Law Enforcement Archival & Reporting Network (LEARN), Mobile
Companion for Smartphones, Target Alert Service (TAS) smerlclient alerting package and other
software applications considered by Vigilant to be applicable for the benefit of law enforcement
and security practices.
"Technical Support Agents" means Affiliate's staff person described in Section IX (M) of this
Agrcement 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 any applicable media, limited to a single license.
"Users" refers to individuals who are agents andlar sworn officers of the Affiliate and who are
authorised by the Affiliate to access LEARN on behalf of Affiliate through login credentials
provided by Affiliate_
11. 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 Software Products for the Term provided in Section il] below, Except
as expressly permitted by this Agreement, Affiliate or any third party acting on behalf of Affiliate
VigiWnl SOILI60W EMOPFift Gvrnse Aymmiml Pagc 2
shall not copy, modify, distribute, loan, lease, restll, sublicense or otherwise transfer any right in
the Software Products. Except as expressly permitted by this Agreement, no rather tights are
granted by implication, estoppela or otherwise. Affiliate shall not eliminate, bypass, or in anyway
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.
M. Term; Termination.
A_ Initial Term and Renewal Terms. The initial Term of this Agreement is for two (2)
years with a commencement date of December 1, 2018, (the "Effective Date") and germinating no
later than two (2) years thereafter on November 30, 2020, (the "Initial Term"), unless earlier
terminated as provided herein. This Agreement may also be renewed, upon the mutual agreement
of the parties, for up to three (3) additional one (1) year renewal terms. Sixty (60) days prior to the
expiration of the Initial Term and each subsequent renewal term, Vigilant will provide Affiliate
with an invoice fcr the Service Fee due for the subsequent twelve (12) month period (each such
period, a "Service Period' j. This Agreement and the Enterprise License granted under this
Agreement will he extended fora Service Period upon Affiliate's payment of that Service Period's
Service Fee, which is due thirty (30) days prior to the expiration of the Initial Term or the then
existing Service Period, as the case may be. Pursuant to Section VIII below, Affiliate may also
pay in advance for more than one Service Period.
B. Affiliate Termination. Affiliate may terminate this Agreement at any time, either
with or without cause, by notifying Vigilant of the termination in writing and deleting all copies
of the Software Products. The effective date of termination shall be thirty (30) days from the date
of the termination notice. If Affiliate terminates the Agreement without cause prior to the end of
the then existing Initial Term or Renewal Term, any remaining Services fees owed to Vigilant for
the then existing twelve (12) month Service period shall immediately become due and Vigilant
will not refund or prorate any Service fees paid by Affiliate for the then existing twelve (12) month
Service Period in which the termination occurred. The total amount of damages payable by
Affiliate to Vigilant for terminating this Agreement without cause shall not exceed the remaining
Services fees owed to Vigilant for the then existing twelve (12) month Service Period. However,
if Affiliate terminates the Agreement for an alleged breach at any time during the Initial Term or
subsequent renewal terms, following Vigilant's failure to cure the described breach within thirty
(30) days of written notice, then Affiliate shall be entitled to a refund of any Service fees paid by
Affiliate, on a prorated basis, for the remainder of the then existing twelve (l2) month Service
Period as of the date of the written notice of breach to Vigilant. Upon termination of this
Agremnent, Affiliate shall immediately cease any further use of Software Products. Additionally,
Affiliate may terminate this Agreement by simply not paying an invoice for a subsequent Service
Period's Service Fee within thirty (30) days of invoice issue date.
4'igigM SGlutiaos EmcWdsis Lionise A-,rccinm Page 3
C. Vi ilant Termination. Vigilant has the right to terminate this Agreement by
providing thirty (30) days written notice to Affiliate. If Vigilant's germination 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 00) 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
retwTted or destroyed all copies of Software Products in its possession or control, and any
remaining invoices pertaining to monies due for the current Service Period shall immediately
become due. 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 arnount 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 primary
function of the Software product. This warranty does not include products not manufactured by
Vigilant. Vigilant will repair or replace any Software Product with a Significant Defect during the
Warranty Period; provided, however, if Vigilant cannot substantially correct a Significant Defect
in a commercially reasonable mariner, 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 exc [us ive 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 and/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.
>3. 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 defend, indemnify and hold harmless Affiliate, and assume all legal
responsibility and costs to contest any such claim. If Affiliate's use of any portion of the Software
Vi@ilani Solutions Fpbe pos4 [Jemub Agru mew Nge a
19
Products or documentation provided to Affiliate by Vigilant in connection with the Software
Products is enjoined by a court of competent jurisdictions, 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 Main ten anee.
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.
Vl. 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 unIimited 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 campleting the online request form
to Vigilant's 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 an
the last day of the Initial Tenn or the then -current Service Period, as the case may be,
VII. Ownership of Software.
A. Ownership of Software Products. The Software Products are copyrighted by Vigilant
Solutions and remain the property of Vigilant Solutions. 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
Vigih mc $olnlions Enunprisa LiC,aue Agrarwm Page $
Software Products are installed, but Vigilant Solutions 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 Solutions represents and warrants than (1) it has
title to the Software and the authority to grant license to use the Software Products; (2) it has the
corporate power and authority and the legal right to grant the licenses contemplated by this
Agreement- and (3) it has not and will not enter into agreements and will not take or fail to take
action that causes its legal right or ability to grant such licenses to be restricted.
Vlll. Data Sharing.
If"Affiliate is a generator as well as a consumer of LPR Data, Affiliate at its option may share its
LEA LPR Data 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 generated by the Affiliate without the permission of the Affiliate.
IX. Ownership of LPR Data.
Vigilant retains all title and rights to Commercial LPR Data, Affiliate retains all rights to LEA
LPR Data generated by the Affiliate. Should Affiliate terminate agreement with Vigilant, a copy
of LEA LPR Data generated by the Affiliate will be created and provided to the Affiliate. After
the copy is created, all LEA LPR Data ,generated by the Affiliate will be deleted from LEARN at
the written request of an authorized representative of the Affiliate.
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 }card disk failure will not result in the
corruption or lass of the valuable LPR data that is essential to the LEARN system and clients.
XI. Data Retention and Redundancy.
LEA LPR Data is 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.
XII. Account Access.
A. Eli flit . Affiliate shall only authorize individuals who satisfy the eligibility
requirements of "Users" to access LEARN. Vigilant in its We discretion may deny access to
Vigilant Mulims FAMpdse LiaL5ikjCA=r4CMC11i Page 6
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. Securi1y. 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
peruser 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 uaematne
and password credentials by any unauthorized person(a). 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 trust notify Vigilant immediately if
Affiliate becomes aware of any other breach or attempted breach of the security of any of its Users'
accounts.
xin. Service Package, Fees and Payment Provisions,
A. Service Package. This Enterprise License Agreement is based on the following Service
Package Option:
Service Package - Basic LPR Strvice Pack e:
• 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, LarDetector (for Fixed Cameras) and TAS
• Complimentary software updates for CDFS, TAS and other necessary software.
• Vigilant will correct any existing HotList/TAS issues.
• Vigilant will provi de d i recti on on how Affiliate may be able to see the "shared"
camera viith Town of Golden Beach and receive TAS alerts from this.
• Vigilant will provide guidance on how to set the existing cameras for an "entry
exit" test report.
AAd iti n t Service Enhancements. Vigilant will work with Affiliate or its authorized
vendor to provide the following proposal components:
Intelligence Levi Policing (ILP) subscription, which includes:
o Commercial Data (unlimited users, unlimited access)
o LEARN Data Analytics (unlimited users, unlimited access)
o i'aceSearch (Facial Recognition Snflware)
o Mobile Companion
vigilam Solndens Fi*erpnsc UoensrAgrcimw it pa, c 7
o 3-cameras per subscription year (maximum 3-years)
112-to-Rcaper swapout incentive to replace the existing R2 cameras with
installation to be priced separately by an authorized vendor.
• New camera pricing for new locations,
i Commercial Data subscription in the event Affiliate elects not to proceed with
an ILP Subscription.
Vigilant support services on setting existing cameras for "entry -exit" test
reports.
B. Service Fee. Payment of each annual 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. Subject to the payment schedule set forth below,
the total Service Fee shall include the Enterprise Service Agreement Fee and the Commercial Data
Agreement Fee. Vigilant agrees to provide the desired Service to the Affiliate in a total contract
amount not to exceed One Hundred Eight Thousand One Hundred Twenty Seven Dollars and
Fifty Cents (Sltyt#,127.50) fora two (2) year initial term and three (3) one (1) year optional period,
The annual Service Fee due for a particular Service Period under this Agreement shall be in
accordance with the schedule of charges reflected in Attachment "A".
Affiliate is not required to reimburse Vigilant for any additional compensation beyond the agreed
upon Service Fees unless specifically authorized by a signed written amendment. Payment to
Vigilant for all charges and tasks under this Agreement shall be in accordance with this Agreement
and the schedule of charges reflected in Attachment "A", and under the following conditions;
a. Disbursements. There are no reimbursable expenses associated with this
Agreement,
b: PA1eltt Schedule, Itemized Invoices received from Vigilant pursuant to this
Agreement will be reviewed by the initiating City Department. If services are
anticipated to be rendered in conformity with the Agreement, the invoice will be
sent to Affiliate's Finance Department for payment. Payment to Vigilant will be
executed as follows:
i. Upon execution of this Agreement by both parties and subject to the
termination provision set forth in Section TTT, Affiliate agrees to pay Vigilant
a total amount under this Agreement in amount not to exceed One Hundred
Eight Thousand One Hundred Twenty Seven Dollars and Fifty Cents
(S1O8,127.54) to include the following:
Affiliate will pay Vigilant an amount not to exceed Forty Four
Thousand Six Hundred Two Dollars and Fifty Cents ($44,602.50), to
include but not limited to, a stipulated payment representing compensation
for past services rendered prior to the Effective Date of this Agreement, an
Enterprise Service: Agreement Fee for the second year of the initial term,
and the Commercial Data Agreement Fees for the two (2) years under the
initial term.
iii. After the expiration of the initial term, upon execution of optional renewal
terms, Affiliate may pay renewal Service Fees, to include the Enterprise
Service Agreement Fee and the Commercial Data Agreement Fee, in
accordance with the Annual Service Fee Schedule as more particularly
described in Attachment "A" in an amount not to exceed Sixty Three
Thousand Five Hundred Twenty Fie Dollars ($63,525.00). Future
invoices must reference this Agreement. Future invoices will be paid in
accordance with the State of Florida prompt Payment Act. Affiliate will
pay property submitted invoices within thirty (30) days of receipt, unless
Affiliate notifies Vigilant in writing of the dispute, before the payment is
Clue.
C. Availability of Funds. Affiliate's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation for its purpose by the City
Commission,
Final Invoice. In order for both parties herein to close their books and records,
Vigilant will clearly state "final invoice" on their fnaltlast billing to Affiliate. This
certifies that all services have been properly performed and all charges and costs
have been invoiced to Affiliate. Since this account will thereupon be closed, any
other additional charges, if not property included on this final invoice, are waived
by Vigilant.
Vigilant shall make no other charges to Affiliate for supplies, labor, taxes, licenses, permits,
overhead or any other expenses or costs unless any such expense or cost is incurred by Vigilant
with the prior express written approval of Affiliate. If Affiliate disputes any charges on the
invoices, it may make payment of the uncontested amounts and withhold payment on the contested
amounts until they are resolved by agreement with Vigilant. Vigilant shall not pledge Affiliate's
credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment,
lien, or any form of indebtedness. Vigilant further warrants and represents that it has no obligation
or indebtedness that would impair its ability to fulfill the terms of this Agreement,
Violam SOLINOMS Ent«p�ft LWAW +Apcciankt Page 0
The Initial Term will include the Basic LPR Service Package for twenty-three (23) CarDcwtor
Fixed Camera Systems. However, in the event the number of CarDetector Fixed Camera Systems
increases or deereases during the Initial Term, then the payment for the Initial Term will be
adjuster] accordingly. A schedule of annual Service Fees, for the initial. two (2) year Term is shown
below:
Annual Service Fee Schedule (Initial Term)
Enterprise Service Commercial Data
Agreement Fee Agreement Fee
Basic Service for Initial (23) Cameras- Flat Fee-
00
,995
Year 1 of Initial Term $21,562.50
Basic Service for Initial (23) Cameras-
$350.00 per
Year 2 of Initial Term
camera
$9,49S.00
A schedule of the annual Service Fees for the last three (3) aptionaI yearly renewal terms or the
cost for a new camera during the renewal term is shown below:
Annual Service Fee Schedule (multiplied by number of CLK's Issued)
Enterprise Service
Commercial Data
Agreement Fee
Agreement Fee
Basic Service for Initial (23) Carnems-
$350.00 per
Year 3
camera
$10,400.00
Basic Service for Initial (23) Cameras
$500.00 per
Year 4
camera
$10,825.00
Basic Service for Initial (23) Carneras
$500.00 per
Yeor 5
camera
11,25{}.00
Payment of the Service Fee is due thirty (30) days prior to the renewal of the then -current Service
Perind. 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-
B. Advanced Service Fee.Payrrtents. Vigilant Solutions will accept advanced Service
Fee payments on a case by case basis. If Affiliate makes advanced Service Fee payments to
Vigilant $O kMiwS Fmrp*4 LiCmw Agreement Fags 10
Vigilant Solutions, advanced payments to Vigilant Solutions will be applied in full to each
subsequent Service Periods Service Fees until the balance of the credits is reduced to a zero
balancee, 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.
C. Price Adjustment. Vigilant has the right to increase or decrease the annual Service
Fee from the then existing Service Period to a subsequent Service Period; provided, however, that
in no event will a Service Fee be increased by more than the greater of (i) 5% of the prior Service
Period'S Service Fees, and (ii) the published rate of inflation in tine United States for the prior year
then ended. 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; otherwise, the proposed adjustment to the Service Fee is null and
void.
D. Additional Camera Licensa Kars. Additional camera license keys may be added
during any renewal terms) in an amount not to exceed Five Hundred Dollars (S500.00) per camera
Or at any lower per camera cost provided to any other client of Vigilant for the same or similar
services, whichever amount is lower.
XIV. Indemnification,
Vigilant shall indemnify, defend and hold harmless Affiliate, its officers, agents, directors, and
employees, from any and all claims, haMitics, damages, losses, and costs, including, but not
limited to reasonable attorney's fees and costs, to the extent caused, or alleged to have been caused,
by the negligence, recklessness or wrongful misconduct of Vigilant and/or persons employed ar
utilized by Vigilant in the performance of any work in connection with this Agreement. This
indemnification shall survive the term of this Agreement. In the event that any action or proceeding
is brought against Affiliate by reason of any such claim or demand to the extent caused, or alleged
to have been caused, by the negligence, recklessness or wrongful misconduct of Vigilant and/or
persons employed or utilized by Vigilant in the performance of any work in connection with this
Agreement, Vigilant shall, upon written notice from Affiliate, resist and defend such action or
proceeding by counsel satisfactory to Affiliate.
The indemnification provided above shall obligate Vigilant to defend at its own expense
to and through appellate, supplemental or bankruptcy proceeding, or to provide for such
defense, at Affiliate's option, anyand all claims ofhability and all suits and actions of every name
and description covered by this Section, which may be brought against Affiliate whether
performed by Vigilant, or persons enployed or utilized by Vigilant, with the exception of any
claims alleging incidental, special, consequential damages including damages for loss of use, data,
Virfilut SoMans FA(cptit4 LimmisrAnceinna !"aec I t
or profit, arising out or connected with the use of the software products described in this
Agreement, as noted ih Section XVIII, subparagraph A, below.
This indemnity will survive the cancellation or expiration of this Agreement. This
indemnity will be interpreted under and construed to conform to the laws of the State of Florida.
Vigilant shall require all sub-contractor(s) performing services under this Agreement indemnify,
defend and hold harmless Affiliate to the extent caused by, or alleged to have been caused by, the
negligence, revklessness or wrongful misconduct of the subcontractor and/or persons employed or
utilized by subcontractor in the performance of any services under this Agreement.
XV. insurance.
V igilant Shall, at its sole cost and expense, during the period of any services being performed under
this Agreement, procure and maintain the following minimum insurance coverages to protect
Affiliatc and Vigilant against all loss, claims, damage and liabilities caused by Vigilant, its agents,
contractors or employees, as more particularly set forth below:
(a) Commercial General liability insurance with limits of One Million Dollars
($1,DOO,000) combined single limit occurrence. Coverage must be afforded on a
form no more restrictive than the latest edition of the Comprehensive General
Liability Policy, without restrictive endorsements, as filed by the Insurance
Services Office, and must include.
■ Premises and/or operations.
■ Independent Contractors.
■ Broad Form Property Damage,
■ Broad Form Contractual Coverage applicable to this specific
Agreement.
■ Personal Injury Coverage with Employee and Contractual
Exclusions removed with minimum limits of coverage equal to
those required for Bodily injury Liability and Property Damage
Liability.
■ Affiliate is to be named as an additional insured with respect to
liability arising out of operations performed for Affiliate by or on
4 igilalrt Sahuians Enttypyim LLMI.W AgrxrMnMv N#q 12
behalf of Vigilant or the acts or omissions of Vigilant in connection
with such operation-
(b) Workers' Compensation insurance to apply fqr all employees in compliance
with the Workers Compensation Law of the State of Florida and all applicable
federal laws.
(c) Business Automobile Liability Insurance with minimum limits of One
Million Dollars ($1,000,000.00) per occurrence combined single limit for Bodily
Injury Liability and Property Damage Liability. Coverage must be afforded on a
form no more restrictive than the latest edition ofthe Business Automobile Liability
Policy, without restrictive endorsements, as filed by the Insurance Services Office
and must include,
■ Owned vehicles.
■ Hired and non -owned vehicles.
i Employers' nun -ownership,
Such policies of insurance shall not diminish Vigilant's indemnification obligations hereunder.
The insurance policies shall be issued by such company, in such forms and with such limits of
liability and deductibles as are acceptable to Affiliate and shall be endorsed to be primary over any
insurance, which Affiliate may maintain. Before any work under this Agreement is performed,
and at any time upon request, Vigilant shall furnish to Affiliate certificates of insurance evidencing
the minimum required coverage and appropriately endorsed for contractual liability with Affiliate
named as an additional insured. All policies shall contain a waiver of subrogation endorsement.
All policies and certifi�cates shall be in forms and issued by insurance companies acceptable to
Affiliate, All insurance policies and oertificam of insurance shall provide that the policies may
not be canceled or altered without thirty (30) calendar days prior written notice to Affiliate,
XVL Public Records.
Vigilant shall be required to comply with the following requirements under Florida's Public
Records Law:
i. Vigilant shall keep and maintain public records required by the City to perform the
services described herein,
ii. Upon request from the City, Vigilant shall provide the City with a copy of the
requested records or allow the records to be inspected or copied within a reasonable
Vigilamt Saltuigos Eni ip65v t.jSvh154 ilea mnl Pop 13
time at a oast that does not exceed the cost provided by Chapter 119, Florida
Statutes, or as otherwise provided by law_
iii. Vigilant shall ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized
by law for the duration of the contract term and following completion of the
contract if Vigilant does not transfer the records to the City.
iv. Vigilant shall, upon complexion of the contract, transfer, at no cost, to the City all
public records in possession of Vigilant or keep and maintain public records
required by the City to perform the seMice, If Vigilant transfers all public records
to the City upon completion of the contract, Vigilant shall destroy any duplicate
public records that are exempt or confidential and exempt from public records
disclosure requirements_ If Vigilant keeps and maintains public records upon
completion of the contract, Vigilant shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided by
Vigilant to the City, upon request from the City, in a fonnat that is compatible with
the information technology systems of the City.
IF VIGILANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO VIGILANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT (305) 792-1703, CityClerk@sib0.net,18070 Collins Avenue, 41a Floor, Sunny
Isles Beach, Florida 33160.
XVII. Prohibition Against Contracting with Scrutinized Companies.
Pursuant to Florida Statutes Section 217.4725, contracting with any entity that is listed on the
Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is
prohibited. Contractors must certify that the company is not participating in a boycott of Israel.
Any contract for goods or services of One Million Dollars (S 1,00D,000) or more shall be terminated
at the City's option if it is discovered that the entity submitted false documents of certification, is
listed on the Scrutinized Companies with Activities.in Sudan List, the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in
Cuba or Syria after July 1, 2018.
Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if
the company is listed on the Serutini2ed Companies that Boycott Israel List or engaged in the
boycott of Israel. Contractors must submit the certification that is attached to this agreement as
Attachment "B". Submitting a false certification shall be deemed a material breach of coattact.
The City shall provide notice, in writing, to the Contractor of the City's determination concerning
Vigihol Sahltio" Ewcq ik Liixnsr Agreement Page 14
the false certification The Contractor shall have ninety (90) days following receipt of the notice
to respond in writing and demonstrate that the determination was in error. If the Contractor does
not demonstrate that the City's determination of false certification was made in error, then the City
shall have the right to terminate the contract and seem civil remedies pursuant to Florida Statute
Section 215.4725.
XVYli. mistellaneous.
A. Limitation of Liability. IN NO EVENT SHALL VIGILANT SOLUTIONS BE
LIABLE FOR ANY INDU EOT, INCIDENTAL,, SPECIAL, CONSEQUENTIAL DAMAGES
INCLUDING DAMAGES FOR LOSS OF USE, DATA OR PROFIT, ARTSIAIG OUT OF OR
CONNECTED WTI'I-I THE USE OF THE SOFTWARE PRODUCTS, WHET14E.R BASED ON
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF
VIGILANT SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN
NO EVENT WILL VIGILANT SOLUTIONS' LTABILTTY ARISING OUT OF OR. RELATED
TO USE OF THE SOFTWARE PRODUCTS EXCEED THE FEES PAID BY AFFILIATE TO
VIGILANT SOLUTIONS FOR THE SOFTWARE PRODUCTS LICENSED UNDER THIS
Imes t"71I4ti`it�
B, Vigilant acknowledges that the Florida Doctrine of Sovereign Immunity bars all
claims by Vigilant against the City other than claims arising out of this Agreement. Specifically,
Vigilant acknowledges that it cannot and will not assert any claims precluded by Florida Statutes
768.28 against the City, unless the claim is based upon a breach by the City of this Agreement.
Vigilant acknowledges that this Agreement in no way estnps or affects the City's exercise of its
regulatory authority. In addition, the City retains the full extent of its sovereign immunity in
relation to the exercise of it regulatory authority. Vigilant acknowledges that it has no right and
will not make claim based upon any of the following to the extent not permissible by law;
a. Claims based upon any alleged breach by the City of implied warrarities or
representation not specifically set forth in this Agreement, as the parties stipulate
that there are no such implied warranties or representations of the City. All
obligations of the City are only as set forth in this Agreement;
b. Claims based upon negligence or any tort arising out of this Agreement;
c. Claims upon alleged acts or inaction by the City, its Commissioners, attorneys,
administrators, consultants, agents, or any City employee;
d_ Claims based upon an alleged waiver of any of the terms of this Agreement unless
such waiver is in writing and signed by an authorized representative for the City
and Vigilant
Vigiletil S{d[Nians Emulpsis: Liawus AptummE Pup 13
C. Confidentiality. Affiliate acknowledges that Software Products contain valuable
and proprietary information of Vigilant Solutions and Affiliate will not disassemble, decompile or
reverse engineer any Software Products to gain access to confidential information of Vigilant
Solutions.
D. Assi ent_ Neither Vigilant Solutions 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.
E. Amendment. No amendment or modification of this Agreement shall be effective
unless in writing and signed by authorized representatives of the parties,
F. Governing Law Venue and Att rn It is agreed that this Agreement shall
be governed by, construed and enforced in accordance with the laws ofthe State ofFlorida, without
regard to its conflicts of law. Venue for any legal proceeding shall be in Miami Dade County,
Florida_ In the event it becomes necessary for either party to file a lawsuit to enforce any term or
provision under this Agreement, the prevailing party shall be entitled to recover from the non -
prevailing party its costs and reasonable attorney's fees at the pretrial, trial and appellate levels
Cr, Cam lete Astreement. This Agreement constitutes the final and complete
agreement between the parties with respect to the subj ect matter hereof, and supersedes any prior
or contemporaneous agreements, written or oral, with respect to such subject matter.
H. Relationshiu_ 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 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.
I. No Rights in Third Parties. This agreement is entered into for the sole benefit of
Vigilant Solutions 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 after 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 lava or
equity in connection with this Agreement.
ViR&ITH Sdudans &I rpriss! UOLW Agshlinoir rage 16
J. 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_
K Severabili . If any provision of this Agreement shall for any reason be held to be
invalid, illegal, unenforceable, or in conflict with any law of federal, state, or local government
.hawing 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
exrent permitted and the remaining provisions of this Agreement shall remain in full force and
effect.
L. Federal Govemment, Any use, copy or disclosure of Software Products by the U.S,
Govemment is subject to restrictions as set forth in this Agreement and as provided by DFARS
227.7202-t(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1989), FAR
1 2.212(a)(1995), FAR 52.227-19, or FAR 52.227 (ALT 111), as applicable.
M. Right to Audit. Affiliate, upon thirty (30) days advance written request to Vigilant
Solutions, 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.
N 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 he 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 ovemight air courier service; or (d) thrice (3) business days after
being deposited with the United States Postal Service, for delivery by certified or registered mail,
postage pre -paid and return receipt requested, All notices and communications regarding default
or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre-
paid and return receipt requested_ Either party may from time to time change the notice address set
forth below by delivering thirty (30) days advance notice to the other party in accordance with this
section setting forth the new address and the date an which it will become effective.
VigiMw $040m EmapNs4 Liomw Agrmnntt P14.gr 17
If to AflIliete;
Christopher J. Russo
With a copy to -
City Manager
Hans Clttinot
City of Sunny Isles Beach
City Attorney
18070 Collins Avenue, 4`h Floor
City of Sunny Isles Beach
Sunny Isles Beach, Florida 33160
18070 Collins Avenue, O Floor
Tel: (305) 792-1776
Sunny Isles Beach, Florida 33160
Tel: (305) 792-1766
If to Vigilant:
Vigilant Solutions, LLC
Attn: Sales Administration
1152 Stealth Street
Liverrnore, CA 94551
P. Authorized Representatives; Technical Support Agents, Affiliate's Authorized
Representatives and its Technical Support Agents are set forth below (Last Page), 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 cWge its Technical Support
Agents, in each cases by delivering thirty (30) bays advance notice to the other party in accardancc
with the notice provisions of this Agreement.
Vigllsiut Wut*4 Ergdrpriso t.igemsmAgrr mint Page 19
Enterprise Service Agreement
Cant.QCt Information Warksheet
Please complete the following contact information for your Vigilant Solutions Enterprise Ucenw
pr°Sram-
Enterprise License Agreement Haider
Company f Agency blame:
Company / Agency Type:
Address:
Primary Contact
Name:
Title:
Fhotre:
Email:
Supervisor Information
Name,:
Title:
phone:
Email:
Financial Contact (Accounts Payable)
Marne:
Title:
Phone:
Email:
Technical Support Contact # 1
Dame:
Title:
Phone:
Email:
Tech nica] Support Contact # 2
Name:
Title:
Phone:
Email:
For questions or concerns, please contact Vigilant Solutions' sales team_
sales te vigilantsolutions_coin
1-925-398-2079
Viviano SWittions Enlppriw Ui OUC ,A Mciftnt Pact 19
IN WITNESS WHEREOF, the patties hereto have executed this Agreement can the day
and year first written above.
WITNESS.
innaature
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Print Name
ATTEST
CMC, City Clerk
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VIGILANT SOLUTIONS, LLC
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BY, _
Neil T. Schlisserman
CITY OF SUNNY ISLES BEACH
BY:
Christ her rRiAso, City Manager
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY:
Ottinot, City A
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(",ONTRi[. rOR AUNTY-BOYCOTTCERTY`ICA'ITON
0/--'/ r, QAre,,,4b6ffaf— 6" L,4,�
Prinf NMO Company Name
cerMles ft �j r :— does not
Comfy Naas
i. Pstticipate in a boycott ofIsraeIy and
2. fs mt on the Scrutinized Cmupenies that DoycotlEvW Wt wd
3. Is not on the Scrutiniod Companies with Activi6s in Sudan List; and
4. Is not an the Scrutinized Cvmpa ies with Acdvbs in to Iran PoUdeum
&ergy SwAvr Lisq and
S . Hu not eagdaged in businoss open finis in Cuba c Syrie.
ATFACHWENT mEr
1o# % ,NW y +kaf
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CONTRACTOR ANTI -BOYCOTT CERTIFICATION
r 3�•��v*' .p
[PURSUANT TO FLORIDA STATUTE § 287.1351
I, Bill Quinlan , on behalf of -YAlilant Solutions, LLC
Print Nance Company Name
certifies that Vigilant SoluVans, LLC does not;
Company Dame
1. Participate in a 'boycott of Israel; and
2. Is not can the Scrutinized Companies that Boycott Israel list; and
3. Is not on the Scrutinized Companies with Activities in Sudan List; and
4. Is not on the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List; and
5. Has not engaged in business operations in Cube or Syria.
Signature
Visa President Sales Operations
Title
11-30-202D
Date
Attachment "B"