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R21-083
1 RESOLUTION NO. R21-083 2 3 4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 5 FLORIDA, APPROVING AND AUTHORIZING THE CITY 6 MANAGER TO SIGN A FIVE (5) YEAR AGREEMENT WITH 7 MOTOROLA SOLUTIONS FOR THE VIGILANT LPR FIXED 8 SUBSCRIPTION MODEL SOLUTION FOR THE TOTAL AMOUNT 9 OF$250,799.00; AND PROVIDING AN EFFECTIVE DATE. 10 11 12 WHEREAS, the Police Department has experienced significant challenges with the 13 current Automated License Plate Reader system such as readers have failed,reading accuracy 14 has been inconsistent and hit alerts have been delayed; and 15 WHEREAS,this proposal will replace the existing service with the Motorola Vigilant 16 ALPR and LEARN database solution; and 17 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 18 recommendation of staff, deems it to be in the best interests of the City residents to approve 19 and authorize City Manager to sign a 5 year agreement with Motorola Solutions for the 20 Vigilant LPR fixed subscription model solution for the total amount of$250,799.00. 21 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 22 THE CITY OF BOYNTON BEACH,FLORIDA,THAT: 23 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 24 being true and correct and are hereby made a specific part of this Resolution upon adoption 25 hereof. 26 Section 2. The City Commission hereby approves and authorizes the City 27 Manager to sign a 5 year agreement with Motorola Solutions for the Vigilant LPR fixed 28 subscription model solution for the total amount of$250,799.00, a copy of the Agreement is 29 attached hereto as Exhibit"A." S:\CA\RESO\Agreements\Agreement with Motorola for ALPR System-Reso.docx 30 Section 3. This Resolution shall become effective immediately upon passage. 31 PASSED AND ADOPTED this 20th day of July, 2021. 32 CITY OF BOYNTON BEACH, FLORIDA 33 34 YES NO 35 36 Mayor—Steven B. Grant t/ 37 38 Vice Mayor—Woodrow L. Hay 39 //►►,� 40 Commissioner—Justin Katz w► n 41 42 Commissioner—Christina L.Romelus 1/ 43 44 Commissioner—Ty Penserga r/ 45 46 VOTE 1/-0 47 ATTEST: 48 50 C/ 51 C tal Gibson,MMC 52 City Clerk 53 54 55 (Corporate Seal) S:\CA\RESO\Agreements\Agreement with Motorola for ALPR System-Reso.docx R21. 83 CITY OF BOYNTON BEACH 710112021 MOTOROLA SOLUTIONS VIGILANT LPR SUBSCRIPTION OFFERING © MOTOROLA The design,technical,and cost information furnished with this budgetary proposal is proprietary information of Motorola Solutions,Inc.(Motorola).Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal,and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal,without the express written permission of Motorola Solutions,Inc.The information provided in this quote is provided for informational(or budgetary)purposes only and does not constitute an offer to sell or license any Motorola product. This quote is not binding on Motorola and Motorola is making no representation,warranties,or commitments with respect to pricing,products,or terms and conditions,which would require more information and further detailed analysis of the requirements for which this quote is requested. MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.SYMBOL is a trademark owned by Symbol Technologies,Inc.,which is a wholly owned subsidiary of Motorola Solutions,Inc.All other trademarks are the property of their respective owners.©2011 Motorola Solutions,Inc.All rights reserved. SECTION 1 SYSTEM DESCRIPTION Motorola Solutions, Inc. (MSI) is pleased to provide the City of Boynton Beach with a fixed cost subscription model for a fixed License Plate Recognition (LPR) solution, to be strategically installed throughout the City.Thisinitial deployment will include 22 cameras installed throughout the city at the existing LPRcamera locations. This deployment includes but is not limited to multiple subscription additions and additional camera locations throughout the term of the contract. It is proposed to convert the City from a preexisting ALPR vendor to a Motorola/Vigilant solution and grow the system over the 60-month contract term.This goal will be achieved by offering the City a fixed deployment cost. PROPOSED SOLUTION • Fixed LPR cameras • Communications boxes • Access to the LEARN database • Installation and commission of the system and fixed cameras • Warranty service over the 60-month term • Contract renewal option at the close of the 60-month subscription. • Access to technical support Existing LPRcamera locations are as follows: # of Lane - IC DIREON 5 Woolbright & 1-95 East and West 7 Seacrest and Gateway North South East and West 5 Gulfstream and Federal North and South 4 Sarah Sims Park North, South/ North South 4 Mobile Trailers TBD of placement 3 MLK East South and West City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted SECTION 2 STATEMENT OF WORK This section delineates the general responsibilities between Motorola Solutions/Vigilant and theCity of Boynton Beach. 2.1 MSINIGILANT SOLUTIONS RESPONSIBILITIES Exhibit A: CJIS Requirements Vigilant and the Customer agree on the importance of data security, integrity and system availability and that these security objectives will only be achieved through shared responsibility. Vigilant and the Customer agree they will more likely be successful with information security by use of the Vigilant supplied technical controls and client Customer use of those controls; in conjunction with agency and personnel policies to protect the systems, data and privacy. Vigilant and the Customer agree that Customer owned and FBI-CJIS supplied data in Vigilant systems does not meet the definition of FBI-CJIS provided Criminal Justice Information (Cil). Regardless, Vigilant agrees to treat the Customer-supplied information in Vigilant systems as CJI. Vigilant will strive to meet those technical and administrative controls; ensuring the tools are in place for the proper protection of systems, information and privacy of individuals to the greatest degree possible. Vigilant and the Customer agree that information obtained or incorporated into Vigilant systems may be associated with records that are sensitive in nature having, tactical, investigative and Personally Identifiable Information. As such, that information will be treated in accordance with applicable laws, policies and regulations governing protection and privacy of this type of data. Vigilant and the Customer agree that products and services offered by Vigilant are merely an investigative tool to aid the client in the course of their duties and that Vigilant make no claims that direct actions be initiated based solely upon the information responses or analytical results. Further, Vigilant and the Customer agree that the Customer is ultimately responsible for taking the appropriate actions from results, hits, etc. generated by Vigilant products and require ongoing training, human evaluation, verifying the accuracy and currency of the information, and appropriate analysis prior to taking any action. City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted As such, the parties agree to do the following: Motorola's general responsibilities include the following: • Vigilant has established the use of FBI-CJIS Security Policy as guidance for implementing technical security controls in an effort to meet or exceed those Policy requirements • Vigilant agrees to appoint a CJIS Information Security Officer to act as a conduit to the client Contracting Government Agency, Agency Coordinator, to receive any security policy information and disseminate to the appropriate staff. • Vigilant agrees to adhere to FBI-CJIS Security Policy Awareness Training and Personnel Screening standards as required by the Customer. • Vigilant agrees, by default, to classify all client supplied data and information related to client owned infrastructure, information systems or communications systems as "Criminal Justice Data". All client information will be treated at the highest level of confidentiality by all Vigilant staff and authorized partners. Vigilant has supporting guidance/policies for staff handling the full life cycle of information in physical or electronic form and has accompanying disciplinary procedures for unauthorized access, misuse or mishandling of that information. • Vigilant will not engage in data mining, commercial sale, unauthorized access and/or use of any of Customer owned data. • Vigilant and partners agree to use their formal cyber—Incident Response Plan if such event occurs. • Vigilant agrees to immediately inform Customer of any cyber incident or data breach, to include DDoS, Malware, Virus, etc. that may impact or harm client data, systems or operations so proper analysis can be performed and client Incident Response Procedures can be initiated. • Vigilant will only allow authorized support staff to access the Customer's account or Customer data in support of Customer as permitted by the terms of contracts. • Vigilant agrees to use training, policy and procedures to ensure support staff uses properhandling, processing, storing, and communication protocols for Customer data. • Vigilant agrees to protect client systems and data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance or the support roles assigned. • Vigilant agrees to inform the Customer of any unauthorized, inappropriate use of data or systems. • Vigilant will design software applications to facilitate FBI-CJIS compliant information handling, processing, storing, and communication of Customer. • Vigilant will advise Customer when any software application or equipment technical controls are not consistent with meeting FBI-CJIS Policy criteria for analysis and due consideration. • Vigilant agrees to use the existing Change Management process to sufficiently plan for system or software changes and updates with Rollback Plans. • Vigilant agrees to provide technical security controls that only permit authorized user access to Customer owned data and Vigilant systems as intended by the Customer and data owners. City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted • Vigilant agrees to meet or exceed the FBI-CJIS Security Policy complex password construction and change rules. • Vigilant will only provide access to Vigilant systems and Customer owned information through Customer managed role-based access and applied sharing rules configured by the Customer. • Vigilant agrees to provide technical controls with additional levels of user Advanced Authentication in Physically Non-Secure Locations. • Vigilant agrees to provide compliant FIPS 140-2 Certified 128-bit encryption to Customer owned data during transport and storage ("data at rest") while in the custody and control of Vigilant. • Vigilant agrees to provide firewalls and virus protection to protect networks, storage devices and data. • Vigilant agrees to execute archival, purges and/or deletion of data as configured by the data owner. • Vigilant agrees to provide auditing and alerting tools within the software applications so Customer can monitor access and activity of Vigilant support staff and Customer users for unauthorized access, disclosure, alteration or misuse of Customer owned data. (Vigilant support staff will only have access when granted by the Customer.) • Vigilant will only perform direct support remote access to Customer systems/infrastructure when requested, authorized and physically granted access to the applications/systems by the Customer. This activity will be documented by both parties. • Vigilant creates and retains activity transaction logs to enable auditing by the Customer data owners and Vigilant staff. • Vigilant agrees to provide physical protection for the equipment-storing Customer data along with additional technical controls to protect physical and logical access to systems and data. • Vigilant agrees to participate in any Information or Technical Security Compliance Audit performed by the Customer, state CJIS System Agency or FBI-CJIS Division. • Vigilant agrees to perform independent employment background screening for its' staff and participate in additional fingerprint background screening as required by Customer. • Vigilant agrees that the Customer owns all Customer contributed data to include "hot- lists", scans, user information etc., is only shared as designated by the client and remains the responsibility and property of the Customer. 2.2 CUSTOMER RESPONSIBILITIES The City of Boynton Beach will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola. General responsibilities of City of Boynton Beach include the following: • Provide suitable mounting structures for LPR installations locations. • Provide 120V power at the LPR installation location. • Provide (1) active SIM card per communications box. City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted • Provide modification of traffic (MOT) where necessary. • Provide all permitting and permitting fees when necessary. • Customer agrees to appoint an Agency Coordinator as a central Point of Contact for all FBI-CJIS Security Policy related matters and to assign staff that is familiar with the contents of the FBI-CJIS Security Policy. • Customer agrees to have the Agency Coordinator provide timely updates with specific information regarding any new FBI-CJIS, state or local information security policy requirements that may impact Vigilant compliance or system/application development and, to facilitate obtaining certifications, training, and fingerprint-based background checks as required. • Customer agrees to inform Vigilant when any FBI-CJIS Security Awareness Training, personnel background screening or execution of FBI-CJIS Security Addendum Certifications are required. • Customer agrees to immediately inform Vigilant of any relevant data breach or cyber incident, to include DDoS, Malware, Virus, etc. that may impact or harm Vigilant systems, operations, business partners and/or other Customers, so proper analysis can be performed, and Incident Response Procedures can be initiated. • Customer agrees that they are responsible for the legality and compliance of information recorded, submitted or placed in Vigilant systems and use of that data. • Customer agrees that they are responsible for vetting authorized user access to Vigilant systems with due consideration of providing potential access to non-Customer information. • Customer agrees that responsibility and control of persons granted access to purchased Vigilant systems, along with data stored and transmitted via Vigilant systems, is that of the Customer. • Customer agrees that they have responsibility for all data security, handling and data protection strategies from point of acquisition, during transport and until submission ("Hotlist upload") into Vigilant systems. • Customer agrees to reinforce client staff policies and procedures for secure storage and protection of Vigilant system passwords. • Customer agrees to reinforce client staff policies for creating user accounts with only government domain email addresses. Exceptions will be granted in writing. • Customer agrees to reinforce client staff policies for not sharing user accounts. • Customer agrees to use Vigilant role-based access as designed to foster system security and integrity. • Customer agrees that they control, and are responsible for, appropriate use and data storage policies as well as procedures for the data maintained outside the Vigilant systems. This includes when any information is disseminated, extracted or exported out of Vigilant systems. City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted • Customer agrees that they control and are responsible for developing policies, procedures and enforcement for applying deletion/purging and dissemination rules to information within and outside the Vigilant systems. • Customer agrees that it is their responsibility to ensure data and system protection strategies are accomplished through the tools provided by Vigilant for account and user management features along with audit and alert threshold features. • Customer agrees to use the "virtual escorting" security tools provided for managing client system remote access and monitor Vigilant support staff when authorized to assist the client. • Customer agrees that the Vigilant designed technical controls and tools will only be effective in conjunction with Customer created policies and procedures that guide user access and appropriate use of the system. • Customer agrees that information and services provided through Vigilant products do not provide any actionable information, Customer users are responsible for the validity and accuracy of their data and developing procedures to verify information with the record owner and other systems (NCIC) based upon the potential lead generated. City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted SECTION 3 EQUIPMENT LIST (8)VSFS-025-RHD-HUB Fixed LPR Subscription Service - Hub • 25mm ReaperHD Camera • Communications Box o Cellular data plan sold separately (not included) • Camera Bracket • 30' Camera Cable • 5-Year contract term required • Access to LEARN or Client Portal • Hosting of LPR Detections for 12 Months • 1-Year Hardware Warranty (14)VSFS-025-RHD-SPK Fixed LPR Subscription Service -Spoke • 25mm ReaperHD Camera • Camera Bracket • 30' Camera Cable • 5-Year contract term required • Access to LEARN or Client Portal • Hosting of LPR Detections for 12 Months • 1-Year Hardware Warranty (1) Install-Maintenance Year 1 (22) SSU-SYS-COM Vigilant System Start Up&Commissioning of'In Field' LPR system • Vigilant technician to visit customer site • Includes system start up, configuration and commissioning of LPR system • Applies to mobile (1 System) and fixed (1 Camera) LPR systems (1) VS-TRNG Vigilant End User Training • End user training for Vigilant products o Covers all client purchased applications o Includes classroom and field operation training • Vigilant certified technician to visit site and perform one training class (22) VS-SHP-05 Vigilant Shipping Charges • Applies to each Fixed Subscription Kit • Shipping Method is FOB Shipping Point City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted (4)VS-TRVL-01 Vigilant Travel via Client Site Visit • Vigilant certified technician to visit client site • Includes all travel costs for onsite support services (70) VSFS-RENEWAL-SPK Fixed LPR Subscription Annual Renewal -Spoke • Use of previously provided LPR Camera • Access to LEARN or Client Portal • Hosting of LPR Detections for 12 Months • 1-Year Camera Hardware Warranty (40) VSFS-RENEWAL-HUB Fixed LPR Subscription Annual Renewal- Hub • Use of previously provided LPR Camera and Communications Box • Access to LEARN or Client Portal • Hosting of LPR Detections for 12 Months • 1-Year Camera and Communications Box Hardware Warranty (1) Install-Maintenance Year 2 (1) Install-Maintenance Year 3 (1) Install-Maintenance Year 4 (1) Install-Maintenance Year 5 Total value of proposed software, hardware and services: $250,799.40 City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted SECTION 4 PRICING AND PAYMENT TERMS 4.1 PRICING BREAKDOWN Total Project for 5 years/ 60 months $250,799.40 Annual Payment Billed to Customer $50,159.88 Monthly Breakdown $4,179.99/22 cameras =$189.99 per camera/ per month * 4.1 PROPOSAL NOTES - Any additional cameras can be added to this contract within the 60-month contract term starting from the date of contract execution for a fixed cost of$2,280.00 per camera per year. - This proposal does not include the cellular service for real time connectivity to the LEARN database. - * The$189.99 per camera/per month price assumes installation in a "typical" location where an existing pole, power and connectivity are present. If equipment mounting requires civil work such as boring, permitting, construction,electrical,etc.which is outside of the scope and price described within this agreement, it must be quoted within new proposal or documented in joint execution of a Change Order between Motorola and the City. 4.2 SUBSCRIPTION TERMS - This offering is for a 60 month—5 year term—billed annually - Vigilant Solutions on behalf of Motorola Solutions owns the title of the equipment - The subscription rate per camera includes Hardware,Software and Warranty - The customer will be invoiced annually based on the monthly rate above - All terms based on this subscription offering are included in the ESA Terms&Conditions in Section 5 City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted SECTION 5 TERMS AND CONDITIONS Enterprise Service Agreement (ESA) This Vigilant Solutions Enterprise Service Agreement (the "Agreement") is made and entered into as of this Day of , 21 by and between Vigilant Solutions, LLC, a Delaware company, having its principal place of business at 1152 Stealth Street, Livermore, CA 94551 ("Vigilant") and , a law enforcement agency (LEA) or other governmental agency, having its principal place of business at ("Customer"). WHEREAS, Vigilant designs, develops, licenses and services advanced video analysis software technologies for law enforcement and security markets; WHEREAS, Customer desires to license from and receive service for the Hardware and Software Products provided by Vigilant; THEREFORE, In consideration of the mutual covenants contained herein this Agreement, Customer and Vigilant hereby agree as follows: I. Definitions: "CJIS Security Policy" means the FBI CJIS Security Policy document as published by the FBI CJIS Information Security Officer. "CLK" or "Camera License Key" means an electronic key that will permit each license of Vigilant's CarDetector brand LPR software (one CLK per camera) to be used with other Vigilant LPR hardware components and Software Products. "Criminal Justice Information Services Division" or "CJIS" means the FBI division responsible for the collection, warehousing, and timely dissemination of relevant CJI to the FBI and to qualified law enforcement, criminal justice, civilian, academic,employment,and licensing agencies. "Effective Date" means the date set forth in the first paragraph of this Agreement. "Enterprise License" means a non-exclusive, non-transferable license to install and operate the Software Products, on any applicable media, without quantity or limitation. This Enterprise Service Agreement allows City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Customer to install the Software Products on an unlimited number of devices in accordance with the selected Service Package,and allow benefits of all rights granted hereunder this Agreement. "Hardware Products" means Vigilant's Fixed License Plate Recognition Cameras, Camera Brackets and Communications Boxes. "LPR Data" refers to LPR data collected by the Customer and available on LEARN for use by the Customer. "Service Fee" means the amount due from Customer prior to the renewal of this Agreement as consideration for the continued use of the Software Products and Service Package benefits according to Section XII of this Agreement. "Service Package" means the Customer designated service option which defines the extent of use of the Software Products, in conjunction with any service and/or benefits therein granted as rights hereunder this Agreement. "Service Period" has the meaning set forth in Section III (A)of this Agreement. "Software Products" means Vigilant's Software Suite including CarDetector, LEARN, and other software applications considered by Vigilant to be applicable for the benefit of security practices. "Technical Support Agents" means Customer's staff person responsible for administering the Software Products and acting as Customer'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 licensee. "Users" refers to individuals who are agents of the Customer and who are authorized by the Customer to access LEARN on behalf of Customer through login credentials provided by Customer. II. Enterprise License Grant;Duplication and Distribution Rights: Subject to the terms and conditions of this Agreement,Vigilant hereby grants Customer an Enterprise License to the Software Products for the Term provided in Section III below. Except as expressly permitted by this Agreement, Customer or any third party acting on behalf of Customer shall not copy, modify, distribute, loan, lease, resell, sublicense or otherwise transfer any right in the Software Products. Except as expressly permitted by this Agreement, no other rights are granted by implication, estoppels or otherwise. Customer shall not eliminate, bypass, or in any way alter the copyright screen (also known as the "splash" screen) that may appear when Software Products are first started on any computer. Any use or redistribution of Software Products in a manner not explicitly stated in this Agreement,or not agreed to in writing by Vigilant, is strictly prohibited. III. Term;Termination. City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted A. Term. The term of this Agreement is 60 months/five (5) years beginning on the Effective Date. Vigilant will provide Customer with an invoice for the Service Fee due for the subsequent twelve (12) month period (each such period, a "Service Period") 60 days prior to the end of the then current Service Period. The first Service Period must be paid in advance. This Agreement and the Enterprise License granted under this Agreement will be extended for a Service Period upon Customer's payment of that Service Period's Service Fee, which is due 30 days prior to the expiration of the Service Period, as the case may be. Pursuant to Section XII below,Customer may also pay in advance for more than one Service Period. B. Vigilant Termination. Vigilant has the right to terminate this Agreement by providing thirty (30) days written notice to Customer. If Vigilant's termination notice is based on an alleged breach by Customer,then Customer shall have thirty (30) days from the date of its receipt of Vigilant's notice of termination, which shall set forth in detail Customer's purported breach of this Agreement, to cure the alleged breach. If within thirty (30) days of written notice of violation from Vigilant Customer has not reasonably cured the described breach of this Agreement, Customer shall immediately discontinue all use of Software Products and certify to Vigilant that it has returned or destroyed all copies of Software Products in its possession or control. If Vigilant terminates this Agreement prior to the end of a Service Period for no reason, and not based on Customer's failure to cure the breach of a material term or condition of this Agreement, Vigilant shall refund to Customer an amount calculated by multiplying the total amount of Service Fees paid by Customer 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 manner, Customer may terminate this Agreement and Vigilant shall refund to Customer an amount calculated by multiplying the total amount of Service Fees paid by Customer 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 Customer's exclusive remedy for defects in the Software Product. Vigilant shall not be responsible for labor charges for removal or reinstallation of defective software, charges for transportation, shipping or handling loss, unless such charges are due to Vigilant's gross negligence or intentional misconduct. Vigilant disclaims all warranties, expressed or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. In no event shall Vigilant be liable for any damages whatsoever arising out of the use of, or inability to use, the Software Products. B. Infringement Protection. If an infringement claim is made against Customer by a third-party in a court of competent jurisdiction regarding Customer's use of any of the Software Products, Vigilant shall City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted indemnify Customer, and assume all legal responsibility and costs to contest any such claim. If Customer's use of any portion of the Software Products or documentation provided to Customer by Vigilant in connection with the Software Products is enjoined by a court of competent jurisdiction, Vigilant shall do one of the following at its option and expense within sixty (60) days of such enjoinment: (1) Procure for Customer 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 Customer that Customer's users will be instructed to only utilize the interface to the Software Products at times when it is safe to do so. Vigilant is not liable for any accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle. V. Software Support,Warranty and Maintenance. Customer 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 Customer 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 Customer's Technical Support Agents through e-mail,fax and telephone. VI. Camera License Keys(CLKs). Customer 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 Customer's network in accordance with selected Service Options. As Customer installs additional units of the Software Products and connects them to LPR cameras, Customer is required to obtain a Camera License Key (CLK) for each camera installed and considered in active service. A CLK can be obtained by Customer by going to Vigilant's company support website and completing the online request form to Vigilant technical support staff. Within two (2) business days of Customer's application for a CLK, Customer's Technical Support Agent will receive the requested CLK that is set to expire on the last day of the then-current Service Period. 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. Customer owns the physical media on which the 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. City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted B. Rights in Software Products. Vigilant Solutions represents and warrants that: (1) it has title to the Software and the authority to grant license to use the Software Products; (2) it has the corporate power and authority and the legal right to grant the licenses contemplated by this Agreement; and (3) it has not and will not enter into agreements and will not take or fail to take action that causes its legal right or ability to grant such licenses to be restricted. VIII. Data Sharing. If Customer is a generator of LPR Data, Customer at its option may share its LPR Data with Law Enforcement Agencies who contract with Vigilant.Vigilant will not share any LPR Data generated by the Customer without the permission of the Customer. IX. Ownership of LPR Data. Customer retains all rights to LPR Data generated by the Customer. Should Customer terminate agreement with Vigilant, a copy of all LPR Data generated by the Customer will be created and provided to the Customer. After the copy is created, all LPR Data generated by the Customer will be deleted from LEARN at the written request of an authorized representative of the Customer. X. Data Retention. LPR Data is governed by the Customer's retention policy. LPR Data that reaches its expiration date will be deleted from LEARN. XI. Account Access. A. Eligibility. Customer shall only authorize individuals who satisfy the eligibility requirements of "Users" to access LEARN. Vigilant in its sole discretion may deny access to LEARN to any individual based on such person's failure to satisfy such eligibility requirements. User logins are restricted to employees of the Customer. No User logins may be provided to non-employees of the Customer without the express written consent of Vigilant. B. Security. Customer shall be responsible for assigning an Agency Manager who in turn will be responsible for assigning to each of Customer's Users a username and password (one per user account). A limited number of User accounts are provided. Customer 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). Customer shall notify Vigilant immediately if Customer believes the password of any of its Users has, or may have, been obtained or used by any unauthorized person(s). In addition, Customer must notify Vigilant immediately if Customer becomes aware of any other breach or attempted breach of the security of any of its Users' accounts. C. GIS Requirements. Customer certifies that it's LEARN users shall comply with the UIS requirements outlined in Exhibit A. City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted XII. Service Package, Fees and Payment Provisions. A. Service Package.This Enterprise License Agreement is based on the following Service Packages: Service Package- Fixed LPR Camera Subscription Service- Hub: • Fixed Camera with Camera Bracket and 30'Camera Cable • Communications Box • Hardware Warranty Service Package-Fixed LPR Camera Subscription Service-Spoke: • Fixed Camera with Camera Bracket and 30'Camera Cable • Hardware Warranty B. Service Fee. Payment of each Service Fee entitles Customer to all rights granted under this Agreement, including without limitation, use of the Software Products for the relevant Service Period, replacement of CLKs, and access to the updates and releases of the Software Products and associated equipment driver software to allow the Software Products to remain current and enable the best possible performance. The annual Service Fee due for a particular Service Period is based on the number of current Vigilant issued Hubs and Spokes at the time of Service Fee invoicing, and which will be used by Customer in the upcoming Service Period. A schedule of Annual Service Fees for years after the first year of this Agreement is shown below: Annual Service Fee Schedule Annual Fee Per Hub Included in Subscription Included in Subscription Annual Fee Per Spoke 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 Customer agrees to pay any such tax. C. Advanced Service Fee Payments. Vigilant Solutions will accept advanced Service Fee payment on a case by case basis for Customers who wish to lock in the Service Fee rates for subsequent periods at the rates currently in effect, as listed in the table above. If Customer makes advanced Service Fee payments to Vigilant Solutions, advanced payments to Vigilant Solutions will be applied in full to each subsequent Service Period's Service Fees until the balance of the credits is reduced to a zero balance. System based advanced credits shall be applied to subsequent Service Fees in the amount that entitles Customer continued operation of the designated camera unit systems for the following Service Period until the credits are reduced to a zero balance. City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted D. Price Adjustment. Vigilant has the right to increase or decrease the annual Service Fee from one Service Period to another after the 5-Year Term; provided, however, that in no event will a Service Fee be increased by more than 4% of the prior Service Period's Service Fees. If Vigilant intends to adjust the Service Fee for a subsequent Service Period, it must give Customer notice of the proposed increase on or before the date that Vigilant invoices Customer for the upcoming Service Period. XIII. Miscellaneous. A. Limitation of Liability. IN NO EVENT SHALL VIGILANT SOLUTIONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF USE, DATA OR PROFIT, ARISING OUT OF OR CONNECTED WITH THE USE OF THE SOFTWARE PRODUCTS,WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VIGILANT SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL VIGILANT SOLUTIONS'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO VIGILANT SOLUTIONS FOR THE SOFTWARE PRODUCTS LICENSED UNDER THIS AGREEMENT. B. Confidentiality. Customer acknowledges that Software Products contain valuable and proprietary information of Vigilant Solutions and Customer will not disassemble,decompile or reverse engineer any Software Products to gain access to confidential information of Vigilant Solutions. C. Assignment. Neither Vigilant Solutions nor Customer is permitted to assign this Agreement without the prior written consent of the other party.Any attempted assignment without written consent is void. D. Amendment; Choice of Law. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of the parties. This Agreement shall be governed by the laws of the state of California without regard to its conflicts of law. E. Complete Agreement. This Agreement constitutes the final and complete agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements,written or oral,with respect to such subject matter. F. Relationship. The relationship created hereby is that of contractor and customer and of licensor and Customer. 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. G. No Rights in Third Parties. This agreement is entered into for the sole benefit of Vigilant Solutions and Customer and their permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including, without limitation, the general public or any member City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted thereof, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries, property damage,or any other relief in law or equity in connection with this Agreement. H. Construction. The headings used in this Agreement are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein. Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. J. Federal Government. Any use, copy or disclosure of Software Products by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202- 3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227 (ALT III), as applicable. K. Right to Audit. Customer, upon thirty (30) days advanced 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 and any other Sub Agreements. L. Notices; Authorized Representatives; Technical Support Agents. All notices, requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) one (1) business day after being deposited with a reputable overnight air courier service; or (d) three (3) business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices and communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering 30 days advance notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. Vigilant Solutions, LLC Customer: Attn:Sales Administration Attn: 1152 Stealth Street Address: Livermore,CA 94551 M. Authorized Representatives; Technical Support Agents. Customer's Authorized Representative City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. 02 Motorola Solutions Confidential Restricted is responsible for administering this Agreement and Customer's Technical Support Agents are responsible for administering the Software Products and acting as Customer's Software Products support contact. Either party may from time to time change its Authorized Representative, and Customer may from time to time change its Technical Support Agents, in each case, by delivering 30 days advance notice to the other party in accordance with the notice provisions of this Agreement. IN WITNESS WHEREOF,the parties have executed the Agreement as of the Effective Date. Manufacturer: Vigilant Solutions,LLC Authorized Agent: DOI vl i-e I cct✓t C € Title: re r 1-0-/ v/ ( P X S P f J r t--C_ � Date: '7/22- /Zc Signature: Customer: City of Boynton Beach Authorized Agent: Lori LaVerriere Title: City Manager Date: • w p�U� Signature: ht V �. Q�u-obi APPR c 1yLl CITY ATTORNEY City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted CITY OF BOYNTON BEACH TERMS AND CONDITIONS "32.0 E-Verify. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for salary,wages,or other remuneration. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. Effective January 1, 2021,Vendor was required to register with and use the E-verify system in order to verify the work authorization status of all newly hired employees. Vendor has registered for and utilized the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) All persons employed by Vendor to perform employment duties within Florida during the term of the contract;and b) All persons (including sub vendors/sub consultants/subcontractors) assigned by Vendor to perform work pursuant to the contract with the City of Boynton Beach. Vendor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and c) Vendor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Vendor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Vendor shall maintain a copy of such affidavit for the duration of the contract. Contract Termination a) If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s.448.09 (1) Fla. Stat.,the contract shall be terminated. b) If the City has a good faith belief that a subcontractor knowingly violated s. 448.095 (2), but the Vendor otherwise complied with s. 448.095 (2) Fla. Stat., City shall promptly notify the Vendor and order Vendor to immediately terminate the contract with the subcontractor. c) A contract terminated under subparagraph a) or b) is not a breach of contract and may not be considered as such. d) Any challenge to termination under this provision must be filed in the Circuit Court of Palm Beach County no later than 20 calendar days after the date of termination. e) If the contract is terminated for a violation of the statute by the Vendor,the Vendor may not be awarded a public contract by the City for a period of 1 year after the date of termination. The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically,the Contractor shall: City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) 100 East Ocean Avenue BOYNTON BEACH, FLORIDA, 33435. 561-742-6061. CITYCLERK@BBFL.US Scrutinized Companies By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If 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 Section 287.135, Florida Statutes, as amended from time to time. City of Boynton Beach Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted