HomeMy WebLinkAboutReso 2021-3267RESOLUTION NO. 2021- 32
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA, APPROVING A SECOND AMENDMENT TO THE ENTERPRISE SERVICE
AGREEMENT WITH VIGILANT SOLUTIONS LLC, FOR ACCESS TO LICENSE PLATE
READER DATA, IN AN AMOUNT NOT TO EXCEED TWENTY-TWO THOUSAND
THREE HUNDRED TWENTY-FIVE DOLLARS ($22,325.00), ATTACHED HERETO AS
EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AMENDMENT;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO
EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on December 11, 2018, the City Manager executed an agreement with
Vigilant Solutions LLC ("Vendor"), for access to license plate data in relation to the City's License
Plate Reader Program ("Program"); and
WHEREAS, the initial term of the Agreement was for two (2) years, in an amount not to
exceed $44,602.50, with three (3) additional one-year renewal options; and
WHEREAS, on December 17th, 2020, via Resolution No. 2020-3145, the City Commission
ratified a First Amendment to the Agreement with the Vendor for the Program, in an amount
not to exceed $18,450.00, thereby exercising the first of three (3) renewal options; and
WHEREAS, City staff, being satisfied with the Program, wishes to exercise its second of
three (3) renewal options; and
WHEREAS, the City Commission now wishes to approve a Second Amendment to the
Agreement with Vigilant Solutions LLC, for access to license plate data, in an amount not to
exceed Twenty -Two Thousand Three Hundred Twenty -Five Dollars ($22,325.00), bringing the
total contract amount not to exceed Eighty -Five Thousand Three Hundred Seventy -Seven
Dollars and Fifty Cents ($85,377.50), attached hereto as Exhibit "A".
NOW, THEREFORE, BE IT RESOLVED BYTHE CITY COMMISSION OF THE CITY OF SUN NY
ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Second Amendment. The City Commission hereby approves the
Second Amendment to the Agreement with Vigilant Solutions LLC, for access to license plate
data, in an amount not to exceed Twenty -Two Thousand Three Hundred Twenty -Five Dollars
($22,325.00), bringing the total contract amount not to exceed Eighty -Five Thousand Three
Hundred Seventy -Seven Dollars and Fifty Cents ($85,377.50), attached hereto as Exhibit "A".
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Second
Amendment.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 4. Effective Date. This Resolution will become effective upon adoption.
R2021 Second Amend Viol ant Solutions Access To License Plate Data Page 1 of 2
PASSED AND ADOPTED this 30th day of November 2021.
°l Dana Robin Goldman, Mayor
ATTEST:
Mauricio Betncur, ClJ1C, City Clerk
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
LAW
Edward A. Dion, City Attorney
Moved by: 6W6514'? &klk Seconded by: An
AM �97-11V=111mf -4
Vote: /
Mayor Goldman L Yes) (No)
Commissioner Lama (Yes) (No)
Commissioner Viscarra (Yes) (No)
R2021 Second Amend Vigilant Solutions Access To License Plate Data Page 2 of 2
u yuNi.t ill ?
x SECOND AMENDMENT TO THE AGREEMENT
BETWEEN THE CITY OF SUNNY ISLES BEACH AND
'- '' tl•'°VIGILANT SOLUTIONS, LLC.
CONTRACT NO. 2021-7729
This Second Amendment to the Agreement between the CITY OF SUNNY ISLES
BEACH ("City") and VIGILANT SOLUTIONS, LLC. ("Contractor"), executed this day
of December, 2021, is made a part of the original Agreement between the parties dated December
1, 2018, as amended ("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 second option to renew
the Agreement for one (1) year in accordance with Section IIIA) of the original Agreement, as
more particularly described in Attachment "A", which is attached hereto and incorporated herein
by reference. This is the second renewal per the original Agreement is for a tern commencing
December 1, 2021 and terminating on November 30, 2022. The City has a right to exercise one (1)
additional one (i) year renewal as per the original Agreement.
2. ADDITIONAL COMPENSATION. Payment to Contractor is hereby amended to include
additional compensation not to exceed Twenty -Two Thousand Three Hundred Twenty -Five Dollars
($22,325.00) for the renewal period, bringing the total contract amount not to exceed Eighty -Five
Thousand Three Hundred Seventy -Seven Dollars and Fifty Cents ($85,377.50).
3. PROHIBITION AGAINST CONTRACTINGWITH 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 One 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 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 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 detennination concerning
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.
4. E -VERIFY. Florida Statute 448.095 directs all public employers, including municipal
governments, to verify the employment eligibility of all new public employees through the U.S.
Department of Homeland Security's E -Verify System, and further provides that a public employer
may not enter into a contract unless each party to the contract registers with and uses the E -Verify
system. Florida Statute 448.095 further provides that if a Consultant enters into a contract with a
subcontractor, the subcontractor must provide the Consultant with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized alien.
In accordance with Florida Statute 448.095, Consultant is required to verify employee eligibility
using the E -Verify system for all existing and new employees hired by Consultant during the
contract term. Further, Consultant must also require and maintain the statutorily required affidavit
of its subcontractors. It is the responsibility of Consultant to ensure compliance with E -Verify
requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verily website
(https:Iwww.e-verif .. ov/employer.s/enrolling-in-e-verii'y_) and rollow the instructions. The
Consultant must retain the 1-9 Forms for inspection, and provide the attached E -Verify Affidavit,
attached hereto as Attachment "C".
5. 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.
6. 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", "B", and
"C" 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.
WITNESS:
16tw4o ��o
Signature
Lindsay Plummer
Print Name
ATTEST: A
BY: V„_ _
Maur, cio Betau cur, CMC, City Clerk
VIGILANT SOLUTIONS, LLC.
BY: _'Z e"O-lz
Sean Prude, Area Sales Manager
CITY OF SUNNY ISLES BEACH
BY: —/==
Dana Goldman, Mayor
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
Edward A. Dion, City Attorney
Attachment "A"
r` r: FIRST AMENDMENT TO THE AGREEMENT
RETWEEXTHE CITY OF SUNNY ISLES BEACH AND
VIGILANTSOLUTIONS, LLC.
CONTRACT M. 2020-7729
This First Amendment to the Agreement between the CITY OF SUNNY ISLEACH
("City") and VIGILANT SOLUTIONS, LLC. {'Contractor"), executed this jwday 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 (l) year in accordance with Section II I(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 (t) year renewals as per the original Agement.
2. ADDITIONAL COMPENSATION. Payment to Contractor is hereby amended to include
additional compensation not to exceed Eighteen Thousand Four Hundred Fifty Dollars ($18.450.00)
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 One 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
ccrtiflcation, is Iisted 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, 2018.
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 "a". Submitting a false rectification shall be deemed a material breach of contract.
The City shall provide notice, in writing, to the Contractor of the City's detennination concerning
the false certification. The Contractor "I 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 speeiCteally modified
herein, all terms and conditions of the original Agreement between the parties, dated December 1,
2018, attacher( hereto as Attachment "A", shall remain in full force and effect.
L C'ONiRLI MG PROVISIONS: In the event of a conflict or inconsistency between the
berms and conditions of this Firms 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 WMREOF, the panics hereto have executed this document as of the data
mentioned above. '
WITNESS:
Sig atm tu� �—
Print Name
life=
BY:
CMC, City
VIGILANT SOLUTIONS, LLC.
CITY OF SUNNY ISLES REACH
George H. Scholl. Mayor
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
I-)BY:
t ,,� Edward A. Dion, City Attorney
V
'Pitts Vigilant Solgyons Enterprise Service Agreement (the "Agreement"} is made and
entered into as ofthis_ [_�___ day of bt Zam 2018 by and between Vietant Sollutllons LLC,
a Delaware corporation, having its principal place of business at 1152 Stealth Street, Livermore,
CA 94551 ("Vigilant") and the City o(Sunny I*sBeach, a Florida municipal corporation located
at 18070 Coffins Avenue, Sunny Isles Beacb, PL 33160 ("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 access to license plate data as a value added component of
the Vigilant law enforcement package of license plate recognition equipment and software;
WHEREAS, Affrliatewill separately purchase License Plato 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 ihmn and receive service for the Software Products
provided by Vigilant;
Tt I ERM RS, in consideration of the mutual covenants contained herein this Agreement,
Affiliate and Vigilant hereby agree as follows:
1. Definitions:
"CLK" or "Camera License Key" means an electronic key that will permit each license of
Visitant's CarDetector brand LPR software (one CLK per camera) to be used with other Vigilant
LPR hardware components and Software Products.
"Effective Data" means December I, 2018 as set forth in Section III of this Agreement.
"Enterprise License" means a non-mcluaive, non -transferable license to install and operate the
Software Products, an any applicable media, without quantity or limitation. This Enterprise
Service AgrWinent allows Affiliate to install the Software Products on an unlimited number of
devices, in accordance with the selected Service Paekage(s), and allow benefits of all rights granted
hereunder this Agreement.
Attachment "A""
WOW Solution; Et%WMWpo MkKa,tptwwr; ?Apr r
"LLA 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
governed by the contributing LEA's retention policy.
"Commercial LPR Dote°' 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 and/or 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 Vill of this Agreement.
"Service Period" means an interval of twelve 0 2) months.
"Software Products" means Vigilant's Law Enforcement & Security suite. of Software Products
inclading Carbetector, Law Enforcement Archival & Reporting Network (LEARN), Mobile
Companion for Smadphones, Target Alert Service (TAS) server/clieat 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
Agrcemtent responsible for administering the Software Products and acting as Affiliates Software
Products support contact.
"User License" means a rwa-exclusive, non -transferable license to install and operate the
SoRwarc Products, on any applicable tnedia, limited to a single license.
"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 belulf of Affiliate thmugh 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 Software Products for the Term provided in Section ill below. Except
as expressly permitted by this Agreement, Affiliate or any third party acting on behalf of Affiliate
VipliM Minim E,ucMii to Umor Apecmeni Not 2
shall not copy, modify, distribute, loan, lease, resell, sublicense or otherwise transfer any right in
the Software Ptoduots. 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 Solbware
Products are am 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
11L Tera; TerminatWn.
A. Initial Term and Renewal Terms. The Initial Term of this Agreement is for two (2)
years with a commencement date of December t, 2018, (the "Effective bate") and terminating 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 prudes, for up to three (3) additional one (1) year renewal terms. Sixty (60) days prior to the
expiration of the Initial Terns and each subsequent renewal term, 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 thirty (30) days prior to the expiration of the Initial Term or the them
existing Service Period, as the case may be. Pursuant to Section VIR below, Affiliate may also
pap in advance for more than one Service Period.
B. Affiliate Termination. Affiliate may terminate this Agreement at any time, either
with or without cauM 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 Teat or Renewal Tema, 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 pmrate 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 cute the described breach within aft
(30) days of written notice, then Affiliate shall he entitled to a refund of any Semict fees paid by
Affiliate, on a pro -rased basis, for the remainder of the then existing twelve (t 2) month Service
Period as of the date of the written notice of breach to Vigilant. Upon termination of this
Agreement, Affiliate shall immediately cease any further use of Software Products. Additionally,
Affiliate may terminate this Agreement by simply norpaying an invoice for a subsequent Service
Period's Service Fee within thirty (30) days of invoice issue date.
Vilthal Soh"o Ea n six Uaa►sa,yn:onnn Paas a
C. V "last Terminatio . 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 broach by Affiliate, then AtYlime 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 immedietcly 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, 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 care 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 thea -current Service Period, by 365.
M. Warranty and Disciaimer; Infriaptneat Protection; Use of Software Products
Interface.
A. Warranty_and Disclaimer. Vigilant warrants that the Software Products will be free
fYom 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 it Significant Defect during the
Warranty Period; provided, however, if Vigilant cannot substantially correct a Significant Defect
in a commercially reasonable matter, 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 -torrent Service Period by the percentage resulting from dividing the number
of days remaining in the then -current Service Period, by 363. 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 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 mit of the use of, or inability to use,
the Software Products.
B. Infrinwnent. pMion. If an infringement claim is trade against Affiliate by a
third -party in a court of competent ,jurisdiction regarding Affiliete's use of any of the Software
Products, Vigilant shall defend, indemnify and hold harmless AMliat% and assume all legal
responsibility and costs to contest any such claim. If Affiliate's use of any portion of the Software
Nliohkil Sehaiwa Frtapd%4 4cow Ap"Imma type 4
Products or documentation provided to Affiliate by Vigilant in connection with the Software
Products is enjoined by a court ofcotnpetent jurisdiction, Vigilant shall do one of the following at
its option and orpense 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 to. 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 telephorie.
V1. Camera License Keys (CLIC*
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 Garners License Key
(CLK) for each carnes 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 Vidant's technical support staff. Within twa (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.
V11. Ownership of Software.
A. t,,, m=sh'p of Sa Am Paducts. 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
V19AIIIt Sotelion EUrwpelta Lk" AW"wM Pape 1
Software Products aro installed, but Vigilant Solutions retains title and ownership of the Sof fare
Products and all other materials included as part of the Software Products.
B. Aigwin Soflwar Products. Vigilant Solutions represents and warrants that: (1) it has
title to the Software and the authority to grant license to we 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 agmcments and will not take or fail to take
action that causes its legal right or ability to grant such liccnses 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 LFT- 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
Dam 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 tate Affiliate will be created and provided to the Affiliate, Atter
the copy is created, all LEA GFR 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 hard disk failure will not result in the
comption or loss of the valuable LPR data that is essential to the LEARN system and clients.
XI. Data Retention and Redundancy.
IEA LPR Data is gavemed by die contributing LEA's retention policy. LEA LPR Data that
reaches its expiration date will be deleted from LEARN. Vigitant'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. Eligibilit Affiliate shall only authorize individuals who satisfy the eligibility
requirements of "Users" to access LEARN. Vigilant in its sole discretion may deny access to
Vighat SWnoimns Edinpd5t Uc*k cAprtMM Ngc 6
LEARN to any individual based on such person's failure to sats* such eligibility requirements.
User login are restricted to agents and sworn officers of the A111hate. No User logins may be
provided to agents or officers of other local, state, or Federal LEAs without the empress written
consent of Vigilant,
B. Sem 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 sold will prevent use of such username
and password credentials by any unauthorized person(s). Affiliate shall notify Vigilant
immediately if Aftilate believes the password of any of its Users has, or may have, been obtained
or used by any unauthorized person(s). to addition, Affiliate must notify Vigilant immediately if
Affiliate becomes aware ofsny other breach or attempted breach of the security efany of its Users,
accounts.
XIII. Service Package, Peas and Payment Provisions.
A. Service Package. This Enterprise License Agreement is based on the following Service
Package Option:
Seryicct Package - Basic LPR etvire PackkW
• Vilplant ManagedlHosted LPR ssrver LEARN Account
+ Access to all Vigilant Software including all upgrades and updates
• Unlimited user licensing for the: following applications:
o LEARN, CarDetector (for Fixed Cameras) and TAS
• Complimentary software updates for CDFS, TAS and other necessary software.'
• Vigilant will correct any existingHotList/TAS issues.
• Vigilant will provide direction an how Affiliate may be able to sec the "shared"
camera with Town of Golden peach and receive TAS alerts from this.
+ Vigilant will provide guidance on how to set the existing cameras for an "entry
exit" test report.
Ad3itional Service Enhancements, Vigilant will work with Affiliate or its authorized
vendor to provide the following proposal components:
• Intelligence Led Policing (ILP) subscription, which includes:
o Comrnercial Data (unlimited user$, unlimited access)
o LEARN Data Analytics (unlimited users, unlimited access)
o iFaceSearch (Facial Recognition Software)
o Mobile Companion
Vigilmt 3dmtoms eutopriw Wow Awa wt pugs 7
o 3 -cameras per subscription year (pnaximum 3 -years)
R2 -to -Reaper swapout incentive to replace the existing R2 cameras with
installation to be priced separately by an autborivA vendor.
New camera pricing for new locations.
• Commercial Data subscription in the event Affiliate elects not to proceed with
an 1i.P Subscription_
• Vigilant support serviees on setting existing cameras for "entry -exit" best
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 CT.4 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
>Ci9tty Cents (SIGkI27.50) 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
aecordaace with the schedule of charges reflected in Attachment "A
Affiliate is not required to reimburse Vigilant for any additional compensation beyond the agmd
Won Service Fees unless specifically authorized by a signed written amendment. Payment to
Vigilant for all charges and tasks under this Agreement shalt 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: b=ag S Qdule, Itemized Invoices received from Vigilant pursuant to this
Agreement will be reviewed by the initiating City Departimt. If services are
anticipated to be rendered in conformity with the Agreement, tho 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
(3;IGStit27.54) to include the following:
Woont Solinioer Wvtptiso tlww Asim mt Forge 8
ii. Affiliate will pay Vigilant aim amount not to exceed Forty Fear
Thotsasd six Hundr*d Two Dollars and Fifty cuts ($44,602.58), to
include but not limited to, a stipulated payment representing compensation
for past services rendered prior to the Effective Date of this Agreement, an
Enterprise Service Agreement Fee for the second year of the initial term,
nod the Commercial Data Agreement Fees for the two (2) year$ 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 Five Dollars (563,325.00). Future
invoices must reference this Agreement. Future invoices will be paid in
accordance with the State of Florida prompt Payrnent Act. Affiliate wiU
pay property submitted invoices within thirty (30) days of receipt, unless
Affiliate notiries Vigilant in writing of the dispute, before the payment is
due.
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.
d. Final Invaim In order for both parties herein to close their books and records,
Vigilant will clearly state "final invaice'on their finaWast billing to Affiliate. This
cenifies 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 properly 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 expose 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 nay contract, debt, obligation, judgment,
lien, or any form of indebtedness. Vigilant fltrther warrants and represents that it has no obligation
or indebtedness that would impair its ability to fulfill the terms of this Agreement.
viobou """Hoes enn poo Ucalk. "k-raoarut Pager 9
The Initial Term will include the Basic LPR. Service Package for twenty-three (23) CarAetector
Fixed Camera Systems. Howzver, in the event the number of Ca Ddoctor Fixed Carrera Systems
increases or decreases during the Initial Term, then the payment for the Initial Term will be
adjuatrd accordingly. A schedule of annual Service Fees, for the initial two (2) year Terra is shown
below;
Annual Service Fee Schedule (Initial Term)
Enterprise Service Commercial Data
Enterprise Service
Commercial Dara
Agreement Fee Agreement fee
Agreement Fee
AgreemeM Fee
Basic Service for Initial (23) Cameras-
Flat Fee-
$4,995.00
Basic Service for Initial (23) Cameras
Year i of Initial Term
$21,562.50
Year 4
camera
Basic Service 1br Initial (23) Cameras-
$350.00 per
$9,995.00
Year 2 of Initial Term
camera
A schedule of the annual Service Fees for the last three (3) optional yearly renewal terms or the
cost for a new Camra during the renewal terns is shown below:
Annual Servlet Fee Schedule (multiplied by number otCLK's Issued)
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 Affiliaw agrm to pay any such tax.
B. Advanced Service Fee.Yaymgnts. Vigilant Solutions will accept advanced Service
Fee payments on a case by cast basis. if Affiliate makes advanced Service Fee: payments to
vilglot Sedlpitm Fimpd64 Litcur-Apewtui Fait 10
Enterprise Service Commercial Data
Agreement Fee Agreement fee
Basic Service for Initial (23) Carneras-
8350.40 per $,10,400.00
Year 3
COMM
Basic Service for Initial (23) Cameras
$500.00 per
$t0,82S.00
Year 4
camera
Basic Service for Initial (23) Carnerss
$500.00 per $11,250.00
Year 5
camera
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 Affiliaw agrm to pay any such tax.
B. Advanced Service Fee.Yaymgnts. Vigilant Solutions will accept advanced Service
Fee payments on a case by cast basis. if Affiliate makes advanced Service Fee: payments to
vilglot Sedlpitm Fimpd64 Litcur-Apewtui Fait 10
Vigilant Solutions, advanced payments to Vigilant Solutions will be applied in full to each
subsequent Service Period's Scrvice Few until the balance of the credits is reduced to a zero
balance. System based advanced credits shall be applied to subsequent Service Feer in the amount
that entitles Affiliate continued operation of the designated camera unit systems fbr the following
Service Period until the credits are reduced to a zero balance.
C. pdce 'ustmon 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 (} 5% of the prior Service
Period's Service Fees, and (ii) the published tats: of inflation in the 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 Liegnse Keys. Additional camera license keys may be added
dut lttg any renewal tem(s) in an amount not to exceed Five Hundred Dollars ($500.00) per camera
or at any lower per camera cost provided to any other client of Vigilant for the same or similar
services, whichever amount i9 lower.
XIV. Indemnif leation,
Vigilant shall indemnify, defend and hold harmless Aflfiliatc, its officers, agents, directors, and
employees, from any and all claims, liabilities, damages, losses, and casts, including, but not
limited to reasonable attorney's foes 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 or
utilized by Vigilant in the performance of any work in contraction with this Agroment, This
indemnification shall survive the term of this Agreement, In theevent that any action or proceeding
is btrntght 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 andlor
persons employed or udlizedby Vigilant in the performance of any worts 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, any and all claims of liability and all suits and actions afevery name
and description covered by this Section, which may be brought against Affiliate whether
performed by Vigilant, or persons employed or utilized by Vigilant, with the exception of any
claims alleging inciderrcal, special, consequential damages including damages for loss of Use, data,
V1911att Wwiams Waptiw 1.1co eAp vonn►t pine it
or profit, arising out or comected with the use of the software products described in this
Agreement, as noted iri 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 indemit)r,
defend and hold harmless Affiliate to the extent causod by, or alleged to have been caused by, the
negligeno, reWdessness 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.
Vigilant shall, at its sole cost and expense, during the period of aay services being performed udder
this Agreement, procure and maintain the following minimum insurance coverages to protect
Affiliate and Vigilant against all loss, claims, damage and liabilities caused by Vigilant, its agents,
c ontractom or employees, as more ptarticularty set forth below:
(a) Commercial General liability insurance with limits of One Million Dollars
($1,000,000) combined single limit occurrence. Coverage must be afforded on a
form no more restrictive than the latest edition of the Compmheasive General
Liability Policy, without restrictive endorsements, as riled by the Insurance
Services Office, and muss include:
a Premises andfor Operations.
■ independent Contractors.
■ Broad Form Property Damagt,
Broad Form Contractual Coverage applicable to this specific
Agreement.
• Personal ttljury Coverage with Employer 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 perfortned for Affiliate by or on
VigiluK Sahmiam Ents*AY& Llem.W Ag %M pace 12
behalf of Vigilant or the acts or omissions of Vigilant in connection
with such operation.
(b) Workers' Compensation insurance to apply for 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
lrgury Liability and Property Damage Liability. Coverage must be afforded on a
fbtm no more restrictive than the latest edition ofthe $usiness Automobile Liability
Policy, without restrictive endorsements, as filed by the Insurance Services Office
and must include:
• Owned vehicles.
• Hired and non -owned vehicles.
• Employers' non-ownm)rip,
Such policies of insurance shall not diminish Vigilant's indemnification obligations hereunder.
The insutance policies shall be issued by such company, in such forms and with such limas of
liability and deductibles as arc acceptable to Affiliate and shall be endorsed to be primary over any
insurance, which Affilatc may maintain. Before any work under this Agreement is performed,
and at any tine upon request, Vigilant shall furnish to Affiliate certificates of insurance evidencing
the minimum required coverage end appropriately endorsed for contractual liability with Affiliate
named es an additional insured. All policies shall contain a waiver of oibrogation endorsement.
All policies and certificates shall be in forms and issued by insurance companies acceptable to
Affiliate. All insurance policies and aertifieates of insurance shall provide that the policies may
not be canceled or altered without thirty (30) calendar days prior written notice to Affiliate.
XVI. 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:
Vigilzirt $Odtuions rmotVow Lieana AyTtmmtl Pape 13
time at a cost that does not exceed the cost provided by Chapter 119, Florida
Statutes, or as otherwise. provided by law.
iii. Vigilant shall ensure that public records that are exempt or confidendid and exempt
from public records disclosure requirements are not disclosed except as authorized
by law for the duration of the contract term and following completion of the
contract if Vigilant does not transfer the records to the City.
iv. Vigilant shall, upon completion of" contract, transfer, at no cost, to the City all
public records in possession of Vigilant or keep and maintain public records
required by the City to perform the Servi4e. N Vigilant transfers all public records
to the City upon completion of the contract, Vigilant shall destroy any duplicate
public records that are exempt or confidential and exempt fiom public records
disclosure requirements. If Vigilant keeps and maintains public records upon
completion of the contract, Vigilant shall meet all applicable requirements for
retaining public records. All mcords stored electronically most be provided by
Vigilant to the City, upon request from the City, in a format that is compatible with
the information technology systems of the City.
IF VIGILANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO VIGILANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT (305) 792-1703, C1tyClerk(&Ib0.ne1018070 Collins Avenue, 011 Floor, Sunny
Isles Beath, Florida 33160.
XVII. Prohibition Against Contracting with Scrutinized Compatiles.
Pursuant to Florida Statutes Section 217.4725, contracting with any entity that is listed on the
Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is
prohibited. Contractors must certify that the company is not participating in a boycott of Israel.
Any contract for goods orservices of One Million Dollars($ 1,00D,000) or more shalt beterminated
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 atter July 1, 201 S.
Any contract entered into or renewed after July 1, 201$ 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 contract.
The City shall provide notice, in writing, to the Contractor of the City's determination concerning
Vigllm Soiai*4 Roaprise banise Agreement Page 14
the raise certification. The Contractor shall have ninety (90) days following receipt of the notice
to respond in writing and demonstrate that the determination was in ermr. If the Contractor does
not demonstrate that the City's determination of false certification was made in error, then the City
shatI have the right to terntinate the contract and seals civil remedies pursuant to Florida Statute
Section 215.4725.
XVIII. Miacelhuteouth
A. Limitation of Liability. IN NO EVENT SHALL VIGILANT SOLUTIONS BE
LIABLE FOR ANY INDMECT, 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 SOLUTIOM HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN
NO EVENT WILL VICULANT SOLUTIONS' LIABILITY 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
AGREEMENT.
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. Speeiiically,
Vigilant acknowledges that it cannot and will not assert any claims precluded by Florida: Statutes
769.29 against the City, unless the claim is based upon a breach by the City of this Agreement.
Vigilant aekuowledges that this Agreement in no way estops 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 arty of the following to the extent not permissible by law:
a. Claims based upon any alleged breach by the City of implied warranties or
representation not specifically set forth, in this Agreement, as the patties 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;
e. 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.
Viyaim Sdigius Entarydw ria wwe Apr mmt . Page IS
C. Confidentiality. Affiliate acknowledges that Software Products contain valuable
and proprietary infottmation of Vigilant Solutions and Affiliate will not disassemble, decompileor
reverse engineer any Software Products to gain access to confidential information of Vigilant
Solutions.
D. Assiaglent. Neither Vigilant Solations not Affiliate is permitted to assign this
Agreement without the prior written consent of the other party. Any attempted assignment without
written consent is void.
R. 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 Attorney's Fera It is agreed that this Agreement shall
be governed by, construed and entbreed in accordance with the laws ofthe State ofFlorida, without
regard to its conflicts of low. Venue for any legal proceeding shall be in Miami Dade County,
Florida. in the event it becomes necessary for either party to Pile 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 tate pretrial, trial avid appellate levels
G. Complete Aareemenc Ihis Agracment constitutes the find 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 tnatter.
H. Relatipesbin. The relationship created hereby is that of contractor and custorner
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 shalt 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.
1. No Rialtis in 'Third Parti. This agmemcnt 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, cotporation 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 dimage, or any other retief in law or
equity in connection with this Agreement.
Vyiil�ni 9aAU�naEnlcrprlseLlarny��pfR�Rc�K Page 16
J. Construction. The headings used in this Agreement are for eonvenieaee and case
of reference only, and do not define, limit, augment, or descnU the scope, content or intent of this
Agreement; Any term referencing time, days or period for petformance shall be deemed calendar
days and not business days, unless otherwise expressly provided herein.
K Severabih . 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 shalt be consttued 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 retrain in foil farce and
effect.
L. Federal Government. Any use, copy or disclosure of Software Products by the U.S.
Government is subject to restrictions as set forth in this Agreemertt and as provided by DFARS
227.7202-t(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR
12.212(a)(1995), FAR 32,227-19, or FAR 52.227 (ALT 111), as applicable.
M. Right to Audit. Affiliate, upon thirty (30) days advance written ncqucst to Vigilant
Solutions, shall have the right to investigate, examine, and audit any and all necessary aon-
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 panics at their respective addresses set forth below and
shall be deemed to have been duly given when (a) deiivered in petson; (b) scot 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 trail,
postage pre -paid and return receipt requested. All notices and communications rega<ding default
or termination of this Agreement shalt 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.
V%dw sowuw UWNu Uww Avmmut r*uge 17
If to Afilltate;
Christopher J. Russo
With a copy to:
City Manager
Hans Ownot
City of Sonny Isles Beach
City Attorney
18070 Collins Avenue, 40 Floor
City of Sunny isles Beach
Sunny Isles Beach, Florida 33160
18070 Collins Avenue, 4' Floor
Tel: (305) 792-1776
Sunny !alta Beach, Florida 33160
Tel: (305) 792-1766
If to Vigilant:
Vigilattt Solutions, LLC
Atm: Sales Administration
1152 Stealth Street
Livertrwre, CA 94551
P. AmhcuizedBenresentatives= Technical Suppott Agents, Affiliate's Authorized
Represematives and its Technical Support Agents are set firth below (Lest Page), Affiliate's
Authorized Representative is reaponstble 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 firom time to time change its
Authorized Representative arsd Affiliate may ft+om time to time Change its Technical Support
Agems, in each case; by delivering thirty (30) days advance notice to the other party in accordance
with the notice provisions of this Agreement.
vlattmt Wuue+a Page Is
Enterprise Service Agreement
Contao Information Worksheet
Please complete the following contact infotxtation for your Vigilant Solutions Enterprise Incense
Program-
Enterprise
rn -
For questions or concerns, please contact Vigilant Solutions' sates team:
saks(Wgilantsolutions.com
1-925-399-2079
Viyleni SWittims EM01WK UOUC A;awlrrnl hgc 19
Enterprise Lketne Agreement Holder
Company / Agency Name:
Company / Agency Type:
Address:
Primary Contact
Name:
Title:
Phone:
Email:
Supervisor Information
Name:
Title:
Phone:
Email:
Financial Contact (Accounts Payable)
Name:
Title:
Plwne:
Email:
Tachnieai Support Contact d I
Name:
Title:
Phone:
Enuil:
Tech"kal Support Contact # 2
Name:
Title;
Phone:
Email:
For questions or concerns, please contact Vigilant Solutions' sates team:
saks(Wgilantsolutions.com
1-925-399-2079
Viyleni SWittims EM01WK UOUC A;awlrrnl hgc 19
IN WrMSS WHEREOF, the parties hereto have executed this Agreement on the day
and year first written above.
WITNESS:
A
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Print Name
ATTEST
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CMC, City Clerk
VIGILANT SOLUTIONS, LLC
n.
BY•
i<ieii T. Schlissennan
CITY OF SUNNY ISLES BEACH
BY:
Christ der . Russo, City Manager
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY
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Attachment "Ii"
S`}r�rir ij_a
w� CONTRACTOR ANTI -BOYCOTT CERTIFICATION
[PURSUANT TO FLORIDA STATUTE § 287.1351
I, , on behalf of ,
Print Name Company Name
certifies that
Company Name
1. Participate in a boycott of Israel; and
does not:
2. Is not on 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
S. Has not engaged in business operations in Cuba or Syria.
Signature
Title
Date
Attachment T"
Florida Statute 448.095 directs all public employers, including municipal governments, to verify the
employment eligibility of all new public employees through the U.S. Department of Homeland Security's E -
Verify System, and further provides that a public employer may not enter into a contract unless each party
to the contract registers with and uses the E -Verify system.
Florida Statute 448.095 further provides that if a contractor enters into a contract with a subcontractor, the
subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ,
contract with, or subcontract with an unauthorized alien.
In accordance with Florida Statute 448.095, all contractors doing business with the City of Sunny Isles
Beach are required to verify employee eligibility using the E -Verify system for all existing and new
employees hired by the contractor during the contract term. Further, the contractor must also require and
maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to
ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit
the E -Verify website (https:Hwww.e-verify.goy/employers/enrolling-in-e-verify) and follow the
instructions. The contractor must, as usual, retain the 1-9 Forms for inspection.
By affixing your signature below you hereby affirm that you will comply with E -Verify requirements.
Company Name
Offeror Signature
ME
Print Name Title
Federal Employer Identification Number (FEIN)
Sworn to and subscribed before me on this this day of 2021.
By
❑ Is personally known to me
❑ Has produced identification (type of Identification produced:
Signature of Notary Public
Print or Stamp of Notary Public Expiration Date
FY p� PLO"*
' PLS S
C' -
x QF 5'3 [i l+�
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3113 Fax
MEMORANDUM
TO: Honorable Mayor and City Commissioners
VIA: Christopher J. Russo, City Manager
FROM: Michael A. Grandinetti, Interim Chief of Police
DATE: November 30, 2021
RE: Approval for a Second Amendment to the Agreement with Vigilant Solution!
for Access to License Plate Reader Data
RECOMMENDATION:
Staff recommends approval of this Resolution.
REASONS:
The City of Sunny Isles Beach Police Department entered into a two year agreement with Vigilan
Solutions in October 2018, for licensing fees and a commercial data subscription related to the license
plate reader system. That agreement has a renewal option of three (3), one (1) year renewals. We are
seeking the second renewal in an amount not to exceed $22,325.00.
FUNDING SOURCE:
Funds have been appropriated in account no. 001-2-5160-434050-00000.
ATTACHMENTS:
Resolution
Second Amendment
Item Number: 10.1-1
117