HomeMy WebLinkAboutVigilant Solutions - 2017-08-02 (3)`%,IV VIGILANT
VIGILANT SOLUTIONS —INVESTIGATIVE DATA PLATFORM
STATE AND LOCAL LAW ENFORCEMENT AGENCY AGREEMENT
This Agreement is made and entered into effective ��� 2017 (th "Effective Date") between vigilant
Solutions, LLC, a Delaware company ("Vigilant") and YKTfrv{t; Qry �LSA�M ��Ly� i . , an Originating
Agency Identifier (ORI) credentialed law enforcement agency ("Agency").
A. Vigilant stores and disseminates to law enforcement agencies publicly and commercially gathered license
plate recognition (LPR) data and booking images as a valued added component of the Vigilant law enforcement package
of software; and
B. Agency desires to obtain access to Vigilant's Software Service with available publicly and commercially
collected LPR data via the Law Enforcement Archival Reporting Network (LEARN) server and publicly and commercially
collected booking images via the FaceSearch server; and
C. Agency may separately purchase LPR hardware components from Vigilant and/or its authorized reseller
for use with the Software Service (as defined below);
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows:
1. Definitions.
(a) Booking Images. Refers to both LEA Booking Images and Commercial Booking Images.
(b) Commercial Booking Images. Refers to images collected by commercial sources and available on
the Software Service with a paid subscription.
(c) Commercial LPR Data. Refers to LPR data collected by private commercial sources and available
on the Software Service with a paid subscription.
(d) Confidential Information. Refers to any and all (i) rights of Vigilant associated with works of
authorship, including exclusive exploitation rights, copyrights, moral rights and mask works, trademark and trade name
rights and similar rights, trade secrets rights, patents, designs, algorithms and other industrial property rights, other
intellectual and industrial property and proprietary rights of every kind and nature, whether arising by operation of law,
by contract or license, or otherwise; and all registrations, applications, renewals, extensions, combinations, divisions or
reissues of the foregoing; (ii) product specifications, data, know-how, formulae, compositions, processes, designs,
sketches, photographs, graphs, drawings, samples, inventions and ideas, and past, current and planned research and
development; (iii) current and planned manufacturing and distribution methods and processes, customer lists, current
and anticipated customer requirements, price lists, market studies, and business plans; (iv) computer software and
programs (including object code and source code), database technologies, systems, structures, architectures, processes,
improvements, devices, discoveries, concepts, methods, and information of Vigilant; (v) any other information, however
documented, of Vigilant that is a trade secret within the meaning of applicable state trade secret law or under other
applicable law, including but not limited to the Software Service, the Commercial LPR Data and the Booking Images;
(vi) information concerning the business and affairs of Vigilant (which includes historical financial statements, financial
projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds
of key personnel, contractors, agents, suppliers and potential suppliers, personnel training techniques and materials, and
purchasing methods and techniques, however documented: and (vii) notes, analysis, compilations, studies, summaries
Y VIGILANT
and other material prepared by or for Vigilant containing or based, in whole or in part, upon any information included in
the foregoing.
(e) LEA. Refers to a law enforcement agency.
(f) LEA Booking Images. Refers to images collected by LEAS and available on the Software Service for
use by other LEAS. LEA Booking Images are freely available to LEAs at no cost and are governed by the contributing LEA's
policies.
(g) LEA LPR Data. Refers to LPR data collected by LEAS and available on the Software Service 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.
(h) LPR Data. Refers to both LEA LPR Data and Commercial LPR Data.
(i) License Plate Recognition ("LPR"). Refers to the process of utilizing cameras, either stationary or
mounted on moving vehicles, to capture and interpret Images of vehicle license plates.
Q) Software Service. Refers to a web based (hosted) suite of software applications consisting of
analytical and investigative software located on a physical database server that also hosts LPR Data or Booking Images.
(k) User, Refers to an individual who is an agent and sworn officer of Agency and who is authorized
by Agency to access the Software Service on behalf of Agency through login credentials provided by Agency.
2. Licensed Access to the Software Service.
(a) Grant of License. During the term of this Agreement, Vigilant grants Agency a non-exclusive, non-
transferable right and license to access the Software Service for use in accordance with the terms of this Agreement.
(b) Authorized Use. Agency is prohibited from accessing the Software Service other than for law
enforcement purposes.
W Ownership of Commercial LPR Data, Commercial Booking Images, Face5earch Software and
LEARN Software. Except for the rights expressly granted by Vigilant to Agency under this Agreement. Vigilant retains all
title and rights to the Commercial LPR Data, Commercial Booking Images, FaceSearch Software and the LEARN Software.
Nothing contained in this Agreement shall be deemed to convey to Agency or to any other party any ownership interest
in or to any LPR Data, Booking Images, FaceSearch Software or LEARN Software.
(d) Restrictions on Use of Software Service. Except as expressly permitted under this Agreement.
Agency agrees that it shall not, nor will it permit a User or any other party to, without the prior written consent of Vigilant,
(i) copy, duplicate or grant permission to the Software Service or any part thereof; (ii) create, attempt to create, or grant
permission to the source program and/or object program associated with the Software Service; (III) decompile.
disassemble or reverse engineer any software component of the Software Service for any reason, including, without
limitation, to develop functionally similar computer software or services; or (iv) modify, alter or delete any of the copyright
notices embedded in or affixed to the copies of any components of the Software Service. Agency shall instruct each User
to comply with the preceding restrictions.
(a) Third Party Software and Data. If and to the extent that Vigilant incorporates the software and/or
data of any third party into the Software Service, including but not limited to the LEA LPR Data, and use of such third party
software and/or data is not subject to the terms of a license agreement directly between Agency and the third party
licensor, the license of Agency to such third party software and/or data shall be defined and limited by the license granted
to Vigilant by such third party and the license to the Software Service granted by Vigilant under this Agreement. Agency
specifically acknowledges that the licensors of such third party software and/or data shall retain all ownership rights
thereto, and Agency agrees that it shall not (i) decompile, disassemble or reverse engineer such third party software or
otherwise use such third party software for any reason except as expressly permitted hereon; (ii) reproduce the data
VIGILANT
therein for purposes other than those specifically permitted under this Agreement; or (iii) modify, alter or delete any of
the copyright notices embedded in or affixed to such third party software. Agency shall instruct each User to comply with
the preceding restrictions.
(f) Non -Exclusive Licensed Access. Agency acknowledges that the right or ability of Vigilant to
license other third parties to use the Software Service is not restricted in any manner by this Agreement, and that it is
Vigilant's intention to license a number of other LEAS to use the Software Service. Vigilant shall have no liability to Agency
for any such action.
3. Other Matters Relating to Access to Software Service.
(a) Accessibility. The Software Service, LPR Data, Booking Images and associated analytical tools are
accessible to LEAS ONLY and are accessible pursuant to one of the following two methods:
(1) Application Programming Interface (API). The API access method allows for integration
of the LPR Data and Booking Images into external third -party analytic tools. The API does NOT provide ownership rights
to the LPR Data or Booking Images, only access during the subscription period. The API is available only in conjunction
with a Software Service Subscription for an additional fee.
(b) Access to LEA LPR Data. LEA LPR Data is provided as a service to LEAS at no additional charge.
(c) Access to LEA Booking Images. LEA Booking Images are provided as a service to LEAS at no
additional charge.
(d) Eligibility. Agency shall only authorize individuals who satisfy the eligibility requirements of
"Users" to access the Software Service. Vigilant in its sole discretion may deny Software Service access to any individual
based on such person(s failure to satisfy such eligibility requirements.
(e) Account Security (Agency Responsibility).
(1) Agency shall be responsible for assigning an account administrator who in turn will be
responsible for assigning to each of Agency's Users a username and password (one per user account). An unlimited
number of User accounts is provided. Agency will cause the Users to maintain username and password credentials
confidential and will prevent use of such username and password credentials by any unauthorized person(s). Agency shall
notify Vigilant immediately if Agency believes the password of any of its Users has, or may have, been obtained or used
by any unauthorized person(s). In addition, Agency must notify Vigilant immediately if Agency becomes aware of any
other breach or attempted breach of the security of any of its Users' accounts.
(2) User logins are restricted to agents and sworn officers of the Agency. No User logins may
be provided to agents or officers of other local, state, or Federal LEAS. LPR Data must reside within the Software Service
and cannot be copied to another system, unless Agency purchases Vigilant's API. Booking Images must reside within the
Software Service and cannot be copied to another system, unless Agency purchase Vigilant's API.
(f) Data Sharing. If Agency is a generator as well as a consumer of LEA LPR Data or LEA Booking
Images, Agency at its option may share its LEA LPR Data and/or LEA Booking Images with similarly situated LEAS who
contract with Vigilant to access the Software Service (for example, LEAS who share LEA LPR Data with other LEAs).
(g) Subscriptions. Software Service software applications, LPR Data and Booking Images are available
to Agency and its Users on an annual subscription basis based the size of the agency.
(h) Available API. Vigilant offers an API whereby Agency may load LPR Data and/or Booking Images
and provide for ongoing updating of LPR Data or Booking Images into a third -party system of Agency's choosing (the
"API"). This service is offered as an optional service and in addition to the annual subscription fee described in Section
3(g)
\ l VIGILANT
4. Restrictions on Access to Software Service.
(a) Non Disclosure of Confidential Information. Agency and each User will become privy to
Confidential Information during the term of this Agreement. Agency acknowledges that a large part of Vigilant's
competitive advantage comes from the collection and analysis of this Confidential Information and Agency's use, except
as expressly permitted under this Agreement, and disclosure of any such Confidential Information would cause irreparable
damage to Vigilant.
(b) Restrictions. As a result of the sensitive nature of the Confidential Information, Agency agrees,
except to the extent expressly permitted under this Agreement, (i) not to use or disclose, directly or indirectly, and not to
permit Users to use or disclose, directly or indirectly, any LPR location information obtained through Agency's access to
the Software Service or any other Confidential Information; (ii) not to download, copy or reproduce any portion of the LPR
Data and/or Booking images and other Confidential Information; and (iii) not to sell, transfer, license for use or otherwise
exploit the LPR Data and or Booking Images and other Confidential Information in any way. Additionally, Agency agrees
to take all necessary precautions to protect the Confidential Information against its unauthorized use or disclosure and
exercise at least the same degree of care in safeguarding the Confidential Information as Agency would with Agency's own
confidential information and to promptly advise Vigilant in writing upon learning of any unauthorized use or disclosure of
the Confidential Information.
(c) Third Party Information. Agency recognizes that Vigilant has received, and in the future will
continue to receive, from LEAS associated with Vigilant their confidential or proprietary Information ('Associated Third
Party Confidential Information"). By way of example, Associated Third Party Confidential Information includes LEA LPR
Data and/or LEA Booking Images. Agency agrees, except to the extent expressly permitted by this Agreement, (1) not to
use or to disclose to any person, firm, or corporation any Associated Third Party Confidential Information, (ii) not to
download, copy, or reproduce any Associated Third Party Confidential Information, and (Ili) not to sell, transfer, license
for use or otherwise exploit any Associated Third Party Confidential Information. Additionally, Agency agrees to take all
necessary precautions to protect the Associated Third Party Confidential Information against its unauthorized use or
disclosure and exercise at least the same degree of care in safeguarding the Associated Third Party Confidential
Information as Agency would with Agency's own confidential information and to promptly advise Vigilant in writing upon
learning of any unauthorized use or disclosure of the Associated Third Party Confidential information.
(d) Non -Publication. Agency shall not create, publish, distribute, or permit any written, electronically
transmitted or other form of publicity material that makes reference to the Software Service or this Agreement without
first submitting the material to Vigilant and receiving written consent from Vigilant thereto. This restriction is specifically
intended to ensure consistency with other media messaging.
(e) Non -Disparagement. Agency agrees not to use proprietary materials or information in any
manner that is disparaging. This prohibition is specifically intended to preclude Agency from cooperating or otherwise
agreeing to allow photographs or screenshots to be taken by any member of the media without the express consent of
Vigilant. Agency also agrees not to voluntarily provide ANY information, including interviews, related to Vigilant, its
products or its services to any member of the media without the express written consent of Vigilant.
(f) Manner of Use. Agency must use its account in a manner that demonstrates integrity, honesty,
and common sense.
(g) Survival of Restrictions and Other Related Matters.
(1) Agency shall cause each User to comply with the provisions of this Section 4.
(2) Agency agrees to notify Vigilant immediately upon discovery of any unauthorized use or
disclosure of Confidential Information or any other breach of this Section 4 by Agency or any User, and Agency shall
\v�VIGILANT
reasonably cooperate with Vigilant to regain possession of the Confidential Information, prevent its further unauthorized
use, and otherwise prevent any further breaches of this Section 4.
(3) Agency agrees that a breach or threatened breach by Agency or a User of any covenant
contained in this Section 4 will cause irreparable damage to Vigilant and that Vigilant could not be made whole by
monetary damages. Therefore, Vigilant shall have, in addition to any remedies available at law, the right to seek equitable
relief to enforce this Agreement.
(4) No failure or delay by Vigilant in exercising any right, power or privilege hereunder will
operate as a waiver thereof, nor will any single or partial exercise of any such right, power or privilege preclude any other
or further exercise thereof.
(5) The restrictions set forth in this Section 4 shall survive the termination of this Agreement
for three (3) years after the termination of this Agreement.
S. Term and Termination.
(a) Term. The Initial Term of this Agreement shall be for a term of one (1) year from the Effective
Date of this Agreement (the "Initial Term"). Sixty (60) days prior to the expiration of the Initial Term and each subsequent
Service Period, Vigilant will provide Agency with an invoice for the Service Fee due for the subsequent twelve (12) month
period (each such period, a "Service Period"1. This Agreement will be extended for a Service Period upon Agency's
payment of that Service Period's Service Fee, which is due 30 days prior to the expiration of the Initial Term or the existing
Service Period, as the case may be. Agency may also pay in advance for more than one Service Period.
(b) Termination.
(1) Agency may terminate this Agreement upon thirty (30) days prior written notice to
Vigilant for any reason. Agency shall not be entitled to a refund of the annual subscription fee, or any portion thereof, if
Agency terminates the agreement prior to the end of a Service Period.
(2) Vigilant may terminate this Agreement by providing thirty (30) days written notice to
Agency for any reason. If Vigilant's termination notice is based on an alleged breach by Agency, then Agency shall have
thirty (30) days from the date of its receipt of Vigilant's notice of termination, which shall set forth in detail Agency's
purported breach of this Agreement, to cure the alleged breach. If within thirty (30) days of written notice of violation
from Vigilant Agency has not reasonably cured the described breach of this Agreement, Agency shall immediately
discontinue all use of the LEARN Software Service. If Vigilant terminates this Agreement prior to the end of a Service
Period for breach, no refund for any unused Service Fees will be provided. If Vigilant terminates this Agreement prior to
the end of a Service Period for no reason, and not based on Agency's failure to cure the breach of a material term or
condition of this Agreement, Vigilant shall refund to Agency an amount calculated by multiplying the total amount of
Service Fees paid by Agency 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.
(c) Effect of Termination. Upon termination or expiration of this Agreement for any reason, all
licensed rights granted in this Agreement will immediately cease to exist and Agency must promptly discontinue all use of
the Software Service, erase all LPR Data and/or Booking images accessed through the Software Service from its computers,
including LPR Data and/or Booking Images transferred through an API, and return all copies of any related documentation
and other materials.
6. Miscellaneous.
(a) Notices. Any notice under this Agreement must be written. Notices must be addressed to the
recipient and either (i) hand delivered; (ii) placed in the United States mail, certified, return receipt requested;
�Y VIGILANT
(iii) deposited with an overnight delivery service; or (iv) sent via e-mail and followed with a copy sent by overnight delivery
or regular mail, to the address or e-mail address specified below. Any mailed notice is effective three (3) business days
after the date of deposit with the United States Postal Service or the overnight delivery service, as applicable; all other
notices are effective upon receipt. A failure of the United States Postal Service to return the certified mail receipt to the
dispatcher of such notice will not affect the otherwise valid posting of notice hereunder.
Addresses for all purposes under this Agreement are:
Vigilant Solutions, LLC
Attn: Steve Cintron
2021 Las Positas Court, Suite #101
Livermore. California .94551
Telephone: 925-398-2079
E-mail: steve.cintron@vigilantsolutions.com
with a copy to:
Holland, Johns & Penny, L.L.P.
Attn: Margaret E. Holland
306 West Seventh Street, Suite 500
Fort Worth, Texas 76102
Telephone: 817-335-1050
E-mail: meh@hjpllp.com
Agency: Lf4I�A�TJp ,�J 1 tNGti
Attn: �..T,AA��Sti�� tiVdi �'
Address: AC L MA" Z 1 IL(t'C 7
M. (4 ij4ty�
Telephone: IT- 4 ) � &C
E-mail: LT
Office of the City Attorney
Attn: Michael E. Gates
2000 Main Street
Huntington Beach, CA 92648-0190
Either parry may designate another address for this Agreement by giving the other party at least five (5) business days'
advance notice of its address change. A party's attorney may send notices on behalf of that party, but a notice is not
effective against a party if sent only to that party's attorney
(b) Disclaimer. Vigilant makes no express or implied representations or warranties regarding
Vigilant's equipment, website, online utilities or their performance, availability, functionality, other than a warranty of
merchantability and fitness for the particular purpose of searching for license plate locations in the database and
performing other related analytical functions. Any other implied warranties of merchantability or fitness for a particular
purpose are expressly disclaimed and excluded.
(c) Limitations of Liability. VIGILANT WILL NOT BE LIABLE FOR AGENCY'S USE OF THE LPR DATA,
BOOKING IMAGES OR SOFTWARE SERVICE APPLICATIONS AND WILL NOT BE LIABLE TO AGENCY UNDER ANY
CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,
TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR
ANTICIPATED PROFITS OR LOST OF BUSINESS). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED
OR OTHERWISE UNENFORCEABLE VILIGANT'S CUMULATIVE LIABILITY TO AGENCY ARISING OUT OF OR RELATED TO THIS
AGREEMENT SHALL NOT EXCEED $10,000.00.
(d) Indemnification, Agency agrees to indemnity, defend and hold harmless Vigilant and its
employees, representatives, agents, officers, directors, and corporate employees (each, an "Indemnified Party"). against
J
\V VIGILANT
any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any
claim (i) resulting from Agency's or a User's breach of this Agreement, (ii) that involves any vehicle owned or operated by
Agency, (III) or any employee or independent contractor hired by Agency or (iv) any and all claims based on Agency's or a
User's actions or omissions.
(e) Independent Contractor Status. Each party will at all times be deemed to be an independent
contractor with respect to the subject matter of this Agreement and nothing contained in this Agreement will be deemed
or construed in any manner as creating any partnership, joint venture, joint enterprise, single business enterprise,
employment, agency, fiduciary or other similar relationship.
(f) Assignment of this Agreement. Agency may not assign its rights or obligations under this
Agreement to any parry, without the express written consent of Vigilant.
(g) No Exclusivity. Vigilant may at any time, directly or indirectly, engage in similar arrangements
with other parties, including parties which may conduct operations in geographic areas in which Agency operates.
Additionally, Vigilant reserves the right to provide LPR Data and Booking Images to third party entities for purposes of
promotions, marketing, business development or any other commercially reasonable reason that Vigilant deems
necessary and appropriate.
(h) No Reliance. Agency represents that it has independently evaluated this Agreement and is not
relying on any representation, guarantee, or statement from Vigilant or any other party, other than as expressly set forth
in this Agreement.
(i) Governing Law, Venue. THIS AGREEMENT 15 GOVERNED BY AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS -OF -LAWS PRINCIPLES. THE PARTIES
HERETO CONSENT THAT VENUE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT WILL BE IN THE COUNTY OF ORANGE,
CALIFORNIA.
(j) Amendments. Except as otherwise permitted by this Agreement, no amendment to this
Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed
by both parties. Vigilant's waiver of any breach or default will not constitute a waiver of any other or subsequent breach
or default.
(k) Entirety. This Agreement and the Agency's purchase order, setting forth Vigilant's Software
Service being purchased by Agency pursuant to this Agreement and the related product code and subscription price,
represent the entire agreement between the parties and supersede all prior agreements and communications, oral or
written between the parties. Except to the limited extent expressly provided in this Section 6(k), no contrary or additional
terms contained in any purchase order or other communication from Agency will be a part of this Agreement.
(1) Force Majeure. Neither party will be liable for failure to perform or delay in performing any
obligation under this Agreement if nonperformance is caused by an occurrence beyond the reasonable control of such
party and without its fault or negligence such as acts of God or the public enemy, acts of the Government in either its
sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather,
delays of common carriers, or any other cause beyond the reasonable control of such party.
(m) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for
any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this
Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
(n) Price Adjustments. Vigilant has the right to increase or decrease the annual Service Fee from one
Service Period to another; provided, however, that in no event will a Service Fee be increased by more than the greater of
(i) 4%of the prior Service Period's Service Fees, or (ii) prices identified in the original proposal. If Vigilant intends to adjust
the Service Fee for a subsequent Service Period, it must give Agency notice of the proposed increase on or before the date
that vigilant invoices Agency for the upcoming Service Period.
VIGILANT
IN WITNESS WHEREOF. the parties hereto have executed this Agreement by persons duly authorized as of the
date and year first above written.
Company:
Authorized Agent:
Title:
Date:
Signature.
Agency:
Authorized Agent:
Title:
Date:
Signature:
Vigilant Solutions. LLC
Bill Quinlan
Vice President Sales Operations
3-Zo(--7
i
r c
z cr
APPROVED AS
GlrtY ATTORNEY
CTTy, HUNTING TON BCACH
tltto cbk o l7
[signature page - Investigative Data Platform
State and Local Low Enforcement Agency Agreement]