HomeMy WebLinkAboutVigilant Solutions, LLC - Service Agreement / Bid 12012Enterprise Service Agreement (ESA)
This Vigilant Solutions Enterprise Service Agreement (the "Agreement") |nnade and entered into as of this
��-/ mf ` ' 2020 by and between Vi�Nmm%SoUwNmns L�, a Delaware company, having its
principal place of business at 1152 Stealth Street, Livermore CA 94551 ("Vigilant") and Cbv of Yakima, a mnunkjpa|ity,
having its principal place of business at'129 N 21 Street, Yakima, VVA98901, ("Customer").
WHEREAS, Vigilant designs, develops, licenses and services advanced video analysis software technologies for
security markets;
WHEREAS, Customer will separately purchase License Plate Recognition (LPR) hardware components from
Vigilant and/or its authorized reseller for use with the Software Products (as defined below);
WHEREAS, Customerdesinshulicense from and receive service fortheSoftwaneProducts provided by Vigilant;
THEREFORE, In consideration of the mutual covenants contained herein this Agreement, Customer and Vigilant
hereby agree as follows:
1. Definitions:
"CLK"mr"Camera License Key" means aoelectronic 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.
"Effective Date" means the date set forth inthe first paragraph ofthisAgreement.
"Enterprise License" means anon-exdmsive non -transferable license toinstall and operate the Software Products, on
any applicable media, without quantity or limitation. This Enterprise Service Agreement allows 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.
°kPR Data" refers to LPR data collected by the Customer and available on Client Portal for use by the Customer,
"Service Fee" means the amount due from Customer prior tothe renewal ofthis Agreement aoconsideration for the
continued use of the Software Products and Service Package benefits according to Section Vill of this Agreement.
"Service means the Customer designated service option which defines the extent of use ofthe Software
Products, in conjunction with any service and/or benefits therein granted as rights hereunder this Agreement.
"Service Period" has the meaning set forth inSection III (A)ofthis Agreement.
=Smftnvane Products" means Vig|tant'sSoftware Suite including CarDetector,Client Portal, Target Alert Service (TAS)
server/client alerting package, and other software applications considered by Vigilant to be applicable for the benefit
ofsecurity practices.
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"Technical Support Agents" means Customer's staff person specified in the Contact Information Worksheet of this
Agreement responsible for administering the Software Products and acting asCustomer'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.
"Umers"refers tmindividuals who are agents ofthe Customer and who are authorized hythe Customer hoaccess Client
Portal on behalf of Customer through login credentials provided byCustomer.
111. Enterprise License Grant; Duplication and Distribution Rights:
Subject twthe terms and conditions mfthis Agreement, Vigilant hereby grants Customer an Enterprise License to the
Smftxxmne Products for the Term provided in Section U| below. Except as expressly permitted bVthis Agreement,
Cuxtomnm, or any third party acting on behalf mfCustomer 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 anyway
alterthe 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,
ornot agreed to|nwriting byVigilant, |astrictly prohibited.
UN. Term; Tvmminmtion,
A. Term. The|nitia|tennmfthisA0reenoen1isfpronm(1)ymar6eginningontheEffectveDate(the"Imitia|
Tern"),unless earlier terminated osprovided herein. Sixty (60)days prior tothe expiration ofthe Initial Term and each
subsequent Service Period, Vigilant will provide Customer with an invoice for the Service Fee due for the subsequent
twelve (12) month period (each such period, m "Service Period°). 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 Initial Term or the existing Service Period, as the case may be.
Pursuant to Section XIII below, Customer may also pay in advance for more than one Service Period.
B. Customer Termination. Customer may terminate this Agreement at any time by notifying Vigilant of
the termination in writing thirty (30) days prior to the termination Mate and deleting all copies of the Software
Products. If Customer terminates this Agreement prior to the end of the Initial Term, Vigilant will not refund or prorate
any license fees, nor will it reduce or waive any license fees still owed to Vigilant byCustomer. Upon termination ofthe
Enterprise License, Customer shall immediately cease any further use of Software Products. Customer may also
terminate this agreement by not paying an invoice for a subsequent year's Service Fee within sixty (60) days of invoice
issue date.
C. Vigilant Termination. Vigilant has the right to terminate this Agreement by providing thirty (30) days
written notice toCustomer. If Vigilant's termination notice Is based on an alleged breach by Customer, thenCustomer
shall have thirty (B0) days from the date cf 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
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of Software Products in its possession on control. If Vigilant terminates this Agreement prior to the end of Service
Period for noreason, and not based mnCustomer's failure tqcure the breach ofamaterial te,morcmnditionof1his
Agreement, Vigilant shall refund toCustomer anamount calculated bymultiplying the total amount ofService Fees
paid by Customer for the then -current Service Period by the percentage resulting from dividing the number of days
remaining inthe then -current Service Period, by3GS.
|V. Warranty and Disclaimer; Infringement Protection; Use of Software Products Interface.
A. Warrantv and Disclaimer. Vigilant warrants that the Software Products will hefree from all Significant
Defects (as defined below) during the lesser nfthe term of this Agreement (the "Warranty 9edod") or one year.
"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 aSignificant Defect during the Warranty Period; provided, however, ifVigilant cannot substantially correct
a Significant Defect inacommercially reasonable manner, Customer may terminate this Agreement and Vigilant shall
refund to Customer anamount calculated hymultiplying the total amount ofService Foes paid byCustomer for the
the n-cu rre nt Service Period by the percentage resultingfrorn dividingthe numberof 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 umftmene, charges for
transportation, shipping or handling loss, unless such charges are due to V|Qi|ant`y@,mss negligence mrintentional
misconduct. Vigilant disclaims all warranties, expressed or implied, including but not limited to implied warranties of
merchantability and fitness for particular purpose. In no event shall Vigilant be liable for any damages whatsoever
arising out ofthe use of, orinability touse, the Software Products.
B. Ifaninfringement claim ismade against Customer bymthird-party hmacourt
mfcompetent jurisdiction regarding Customer's use mfany ofthe Software Products, Vigilant shall indemnn|fyCustomer,
and assume all legal responsibility and costs to contest any such claim. |fCustomer's use ofany portion ofthe 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 non -infringing portion providing equivalent functionality; or modify the infringing portion nm astoeliminate
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
byCustomer that Customer's users will be instructed twonly utilize the interface to the Software Products at times
when itixsafe todmso, Vigilant is not liable for any accident caused by a result of distraction such as from viewing the
screen while operating amoving vehicle,
V. Software Support, Warranty and Maintenance.
Customer will receive technical support by submitting m support ticket bz VigUant's company supportxvebsite or by
sending an email to VigUawt's support team. Updates and bug fixes of the Software Products will be made
available tmCustomer otnoadditional charge, although charges may beassessed ifthe Software Product isrequested
to be delivered on physical media. Vigilant will provide Software Products support toCustomer's Technical Support
Agents through m'nnaU,fax and telephone.
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VI. Camera License Keys (CLI(s).
Customer is entitled to use of the Software Products during the term of this Agreement to set up and install the
SqftwanaPnuductsonanunUm|badnunmhmrofnned|ncemteruvx|th|n[ustomer'snetxvmrkinamcor6mnpaxvithse!ected
Service Options. AsCustomer installs additional units of the Software Products and connects them to LPN cameras,
Customer is required toobtain a Camera License Key (CLK) for each camera installed and considered in active serv|ce.
ACLK 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 Initial Term or the
the n'currmntService Period, asthe case maybe,
VII. Ownership of Software.
A. Ownership of Softw. re Products. The Software Products are copyrighted bVVigilant and remain the
property of Vigilant. The license granted under this Agreement is not o sale of the Software Products or any copy.
Customer owns the physical media on which the Software Products are installed, but Vigilant retains title and
ownership ofthe Software Products and all other materials included mspart ofthe Software Products.
B. Riplits in Software Products. Vigilant represents and warrants that:(1) ithas title to the Software and
the authority tpgrant hcenuetousetheSoftwareProducts;(2)ithas1hecorporatepzwerandauthmrityandtheleBa|
right tpgrant the licenses contemplated by this Agreement; and (3)|thas 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.
Vill. Data
Vigilant will not share any LPR Data generated by the Customer without the permission of the Customer.
IX. Ownership nfkPR Data.
Customer retains all rights toUPRData 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 Client Portal at the written request of an
authorized representative ofthe Customer.
XI. Data Retention.
LPR Data is governed by the Customer's retention policy. 0R Data that reaches its expiration date will bedeleted from
Client Portal.
XII. Account Access.
A. 8igibUitv. Customer shall only authorize individuals who satisfy the eligibility requirements of"Uyam'
to access Client Portal. Vigilant in its sole discretion may deny access toClient Portal to any individual based on such
pomon'y failure to satisfy such eligibility requirements, User |ogins 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.
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B. Security. Customer shall be responsible for assigning an Site 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 is 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.
XIII. Service Package, Fees and Payment Provisions.
A. Service Package, This Enterprise License Agreement is based on the following Service Package:
Service Package - Bask LPR Service Package:
• Vigilant Managed/Hosted LPR server Client Portal Account
• Access to all Vigilant Software including all upgrades and updates
• Unlimited user licensing for the following applications:
o Client Portal, CarDetector and TAS
B. Service Fees. 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 Annual Service Fee schedules below:
Annual Service Fee Schedule (multiplied by number of CLKs issued)
Total # of CLK's under this ESA
0-14 CLKs
15-30 CLKs
31-60 CLKs
Over 60 CLKs
Basic Service
$525.00
$450.00
Annual Parking Fee Schedule
$400.00
Parking Enforcement System Tool kit
Parking Integration
$1,000.00 per system
$L000.00
$275.00
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. Service Fees may increase by no higher than 4% per
year for years after the first year of this agreement.
C. Advanced Service Fee Pavrnents. Vigilant will accept advanced Service Fee payment on a case by case
basis. If Customer makes advanced Service Fee payments to Vigilant, advanced payments to Vigilant 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
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continued operation of the designated camera unit systems for the following Service Period until the credits
are reduced to a zero balance.
D. Price Adustment. 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 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.
XIV. Miscellaneous.
A. Limitation of Liability. IN NO EVENT SHALL VIGILANT 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 HAS BEEN ADVISED
OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL VIGILANT'S LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO VIGILANT FOR THE SOFTWARE PRODUCTS
LICENSED UNDER THISAGREEMENT.
B. Confidentiality. Customer acknowledges that Software Products contain valuable and
proprietary information of Vigilant and Customer will not disassemble, decompile or reverse engineer
any Software Products to gain access to confidential information of Vigilant.
C. Assignment. Neither Vigilant 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, titled ENTERPRISE SERVICE AGREEMENT, together
with the underlying contract titled AGREEMENT — CITY OF YAKIMA BID 12012 LICENSE PLATE READER
SYSTEM WITH TICKET WRITER OPTION 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. In the event there is a conflict in terms or conditions
between the two documents identified herein, the terms and conditions specified in the AGREEMENT — CITY
OF YAKIMA BID 12012 LICENSE PLATE READER SYSTEM WITH TICKET WRITER OPTION shall control.
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.
nVI13A NT
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G. This agreement isentered into for the sole benefit of Vigilant 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 thereof, or to
authorize anyone not a party to this Agreement to maintain a suit for personal injuries, property damage,
orany other relief inlaw orequity inconnection with this Agreement.
H. Construction. The headings used in this Agreement are for convenience and ease of
reference only, and donot define, limit, augment ordenoibethe scope, content orintent wfthis Agreement.
Any term referencing time, days or period for performance shall be deemed calendar days and not business
days, unless otherwise expressly provided herein.
I. Smverabi|it^ If any provision of this Agreement shall for any reason be held to be invalid,
illegal, unenforceable, or|nconflict with any law ofafederal, state, orlocal government having jurisdiction
over this Agreement, such provision shall baconstrued so as to make itenforceable tothe greatest extent
permitted, such provision shall remain in effect to the greatest extent permitted and the remaining
provisions ofthis Agreement shall remain infull force and effect.
1 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)
end227.7202'36n> (1995), DFARS 253.227'7013(c)(1)(|i) (Oct 1888), FAR 12.212(a)(1995[ FAR S2.227'18,or
FAR 52.227(ALTU|),osapplicable.
K. Right toAudit. Customer, upon thirty (3O)days advanced written request toVigilant, 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. All notices requests,
demands, nrother 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 bvfacsimile transmission indicating receipt atthe
facsimile number where sent; (c)onw (1) business Way 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 requmated. All notices and
communications regarding default ortermination of this Agreement shall be delivered by hand nrsent by
certified 'mail, postage `^~pre -paid and return 'receipt requested.
�y from ^ |m �tot|mechmngethe
noticeaddress setforth below by delivering 30 days advance notice tpthe other party inaccordance with this
section setting forth the new address and the date on which it will become effective.
Vigilant Solutions, NLC
Attn: Sales Administration
1152 Stealth Street
Livermore, CA 94551
'Customer: CITY OF YAKUMA
'
�Attn: James Dean, Utility Services Mgr.
Address: 129N 2 nmStremt
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M. Customer's Authorized
Representatives and its Technical Support Agents are set forth below (Last Page). Customer's Authorized
Representative 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 3Odays advance notice tothe
other party inaccordance with the notice provisions ofthinAQmammen1.
IN WITNESS WHEREOF, the parties have executed the Agreement as of the Effective Date.
Manufacturer:
Authorized Agent:
Title:
Date;
Vigilant Solutions, UI
Bill Quinlan
Vice President Sales Operations
Customer: CITY OF YAKIMA
Authorized Agent: ROQERTHAR0SON
Title:
Dote:
CITY. MANAGER -
CITY CONTRACT NO'
RESOLUTION NO. , A:
VIGI NT
Enterprise Service Agreement
Contact Information Worksheet
Please complete the following contact information for your Vigilant Solutions Enterprise License program.
Enterprise License Agreement Holder
Company Name:
Company Type:
Address:
Primary Contact
Name:
Title:
Email:
Phone:
Supervisor Information
Name:
Title:
Email:
Phone:
Financial Contact (Accounts Payable)
Name:
Title:
Email:
Phone:
Technical Support Contact #
Name:
Title:
Email:
Phone:
Technical Support Contact # 2
Name:
Title:
Email:
Phone:
For questions or concerns, please contact Vigilant Solutions' sales team:
sales@vigilantsolutions.com
1-925-398-2079
AGREEMENT
CITY OF YAKIMABID 12012
LICENSE PLATE READER SYSTEM WITH TICKET WRITER OPTION
THIS AGREEMENT, entered into on (he date of last execution, between the City of Yakima, aWashington municipal
corporation ("Ckx*)and Vigilant Solutions, LLC. .
WITNESSET :Thmpartieu.in consideration ofthe terms and conditions herein, dohereby covenant and agree as
t Scope of Services
The Contractor shall perform all work and and furnish all tools, matedals, labor and equipment (collectively
referred to as 'Services') according to the procedure outlined in Bid 1201.2 Lopse Plate Reader System,with Ticket
Wrfter ODtion Specifications which are attached as Exh.ibit A, and the most recent applicable Standards, all of which
are incorporated herein by this reference, and shall perform any alterations in or additions to the work provided under
this Contract and every part thereof.
Delivery and set-up shall be complete within sixty K0\business days after receipt nfpurchase order.
The Contractor shall provide and bear the expense of all equipment; work and labor of any sort whatsoever that may
be required for the transfer of materials and completing the work provided for in this Contract and every part thereof,
except such as are mentioned in the specifications to be furnished by the City of Yakima/Yakima County,
2. Compensation
The City agrees to pay the Contractor according to Exhibit B,attached hereto and incorporated herein, which Exhibit
includes the specifications and payment schedule of itemized prices as listed in the Contractor's Bid submittal at the
time and in the manner and upon the conditions provided for the Contract.
3. Contract Term
The period of this Contract shall be for mperiod of three(3) years from its effective date. The City may, at its option,
extend the Contract onmyear to year basis for uphutwo (2)additional years provided, hmwvo[thatoithmr party may
at any time during the life of this Contract, or any extension thereof, terminate this Contract by giving thirty (30)days'
notice in writing to the other party of its intention to cancel. Any renewal will be conditioned upon a successful price
negotiation. Prices shall remain firm for the first 8'yoerterm ofthe Contract.
4. Changes
Any proposed change in this Contract shall besubmitted bxthe other pady, for its prior written approval. If approved,
change will be made by a contract modification that will become effective upon execution by the parties hereto. Any
oral statement orrepresentation changing any ufthese terms orconditions isspecifically unauthorized and isnot valid.
5. Agency Relationship between City and Contractor
Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to
performance ofthe Services. Contractor shall not represent that (tis, orhold itself out as, anagent mvrepresentative
of City. In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City.
6. Successors and Assigns
Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing from
12012 License Plate Reader System Page I of 7
The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns, does hereby agree
to the full performance of all the covenants herein contained upon the part of the Contractor.
7. Property Rights
All records or papers of any sort relating to the City and to the project will at all times be the property of the City and
shall be surrendered to the City upon demand. All information concerning the City and said project which is not
otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in
whole or part, now or at any time disclose that information without the express written consent of the City.
8. Inspection and Production of Records
The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but
the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility
for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or
non -complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient,
safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to
the Services will be provided to the City upon the City's request.
Contractor shall promptly furnish the City with such information and records which are related to the Services of this
Contract as may be requested by the City. Until the expiration of six (6) years after final payment of the compensation
payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record
retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine,
audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed
by Contractor under this Contract.
All records relating to Contractor's services under this Contract must be made available to the City, and the records
relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the
Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to Contractor's services
under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington
Secretary of State's records retention schedule.
The terms of this section shall survive any expiration or termination of this Contract.
9. Guarantee
Contractor warrants the Services will be free from defects in material and workmanship for a period of one year
(minimum) following the date of completion and acceptance of the Services.
10. Compliance with Law
Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all
applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body,
whether federal, state, local, or otherwise. Contractor shall procure and have all applicable and necessary permits,
licenses and approvals of any federal, state, and local government or governmental authority or this project, pay ail
charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work.
a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License
and pay all charges, fees, and taxes associated with said license.
b. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration
number, as required in Title 85 RCW.
c. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number.
Contractor must have a current UBI number and not be disqualified from bidding on any public works
contract under RCW 39.06.101 or 36,12.065(3).
12012 license Plate Reader System Page 2 of 7
d Contractor must provide proof ofmvalid Washington Employment Security Department number as
required by Title 50 RCW.
e. foreign corporate proposers
to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and
reed that any such corporation will pmmpt(y take all necessary measures hubecome authorized to
conduct business in the City of Yakima at their own expense, without regard to whether such corporation
iwactually awarded the contract, and inthe event that the award |mmade, priorhoconducting any business
in the City.
11.
During the performance ofthis Contract, the Contractor agrees as follows:
The Contractor shall not discriminate againstmnypemuoonUmgmunduofmm».oreod.uulor.mH' ion.nationu|ohgin.
sex, age, marital status, sexual orientation, pregnancy, veteran's status, political affiliation or belief, or the presence of
any uwnmury' mental or ohyoiom| handicap in violation of the Washington State Law Against Discrimination (RCVV
chapter 49,60) or the Americans with Disabilities Act (42 USC 12101 et seq.).
This provision shall include but not bolimited to the following: employment, upgrading, demotion, transfer, recruitment,
advertising, layoff or termation.rates of pay nrother forms of compensation, selection for training, and the provision
of Services under this Agreement.
Inthe event ofthe Contractor's noncompliance with the non-discrimination clause of this contract mwith any such
mles, regulations, or orders, this Contract may be cancelled, h*mninatad, or suspended in whole or in part and the
Contractor may be declared ineligible for any future City contracts.
12. Indemnification and Hold Harmless
m. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or
property.Contractor defend indemnify andhold harmless the City,
officials, officers, employees, attorneys, agents, and volunteers from any and all claims, demands, losses,
liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and
expenses (including reasonable costs and attorney fees) which result or arise out of the sole negligent
acts or omissions of Contractor, its officials, officers, employees or agents giving rise to injury to persons
or property,
b Ifany suit, judgment, action, claim nrdemand arises out of, or occurs in conjunction with, the negligent
acts and/or omissions of both the Contractor and the City, u,their elected or appointed officials, officers,
employees, agents, attorneys orvolunteers, pursuant ho this Contract, each party shall beliable for its
proportionate share oynegligence formnyreou|Ung suit, 'udmment, uution, daim, domond, damages or
costs and expenses, including remsonab|moMomeya'1emo.
u Contractor's Waiver of Employees Immunity under Tile 0RCW. If any design or engineering work is
done pursuant to this Contract, Contractor intends that its indemnification, defense, and hold harmless
obligations set forth above in Section Ashall operate with full effect regardless ofany provision to the
contrary in Tide 51 RCW, Washington's Industrial Insurance Act. Accordingly, to the extent necessary to
fully satisfy the Contractors indemnification, defense, and hold harmless obligations set forth above in
Section A. Contractor specifically waives any immunity granted under Title 51 RCYV, and specifically
assumes all potential liability for actions brought by employees of the Contractor against the City and its
elected and appointed officials, officers, employees, attorneys, agents, and volunteers. The parties have
mutually negotiated this waiver. Contractor shall similarly require that its mubcunkmdNm, and anyone
12O12License-Plate Reader System Page 3mf7
directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may bnliable
in connection with its performance of this Agreement, shall comply with the terms of this paragraph, waive
any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their
respective employees. The provisions of this section shall survive the expiration or termination of this
d. Nothing contained in this Section or this Contract shall bmconstrued tocreate aliability oraright of
indemnification in any third party.
m. The terms ufthis Section shall survive any expiration mtermination of this Contract.
13. Limitation of Liability
Except for personal injury, death o,damage to tangible property,\ig|lant's total liability, whether for
bremdh ofcontract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be
limited to the direct damages recoverable under law, but not to exceed the price of the Equipment,
Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES
ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT VIGILANT WILL NOT
BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL,
REVENUES, PROFITS OR SAVINGS; OROTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES IN ANY WAY RELATED TOORARISING FROMTH|3 PROVISION, THE SALE OR USE OF THE
EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY VIGILANT, This limitation of
liability provision survives the expiration or termination of the provision and applies notwithstanding any
contrary provision.
14. Contractor's Liability Insurance
At all times during of the Services and this Contract, Contractor shall secure and maintain in effect
insurance to protect the City and Contractor from and against any and all nkaimm, dammgeu, lomoeu, and expenses
arising out of or resulting from the performance of this Contract, Contractor shall provide and maintain in force
insurance in limits noless than that stated below, as applicable. The City reserves the right to require higher limits
should |tdeem itnecessary inthe best interest oYthe public.
Contractor will provide a Certificate of Insurance to the City an evidence of coverage for each of the policies and
outlined herein, A copy of the additional insured endorsement attached to the policy will be included with the certificate,
This Certificate of insurance shall be provided to the City, prior to commencement of work.
Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify
a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation
tomaintain such insurance.
The following insurance is required:
a Commercial Liability
12012 License Plate Reader System Page 4 of 7
as additional insureds, and shall contain aclause that the insurer will not cancel mchange the insurance
without first giving the City prior written notice. The insurance shall bewith mninsurance company m
companies rated A4/| o, higher in Bests Guide and admitted in the State of Washington. The
requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained
by Contractor is not intended to and shall not in any manner limit mrqualify the liabilities orobligations
assumed bvContractor under this contract.
b Automobile Liability Insurance.
Before this Contract isfully executed bvthe parties, Contractor shall provide the City with mowdifiomteuf
insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars
($2.000'00OU0) per occurrence. The certificate shall clearly mtmbw who the provider is, the coverage
emmunt, the policy number, and when the policy and provisions provided are in effect. Said policy shall
be in effect for the donation of this Contract. The policy whoU name the City of Yakima, its elected and
appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain
a clause that the insurer wIll not cancel or change the insurance without first giving the City prior written
notice. The insurance shall bewith eninsurance company orcompanies rated A-H|ovhigher inBemt'n
Guide and admitted in the State of Washington. The requirements contained herein, as well as City of
Yakima's review or acceptance of insurance maintalned by Contractor is not intended to and shall not in
any manner limit urqualify the liabilities urobligations assumed bvContractor under this contract. The
business auto liability shall include Hired and Non -Owned coverage if necessary.
c.
Employees Liability (Stop Gap):
Contractor and all shall at all times comply with all applicable workers'
occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent
applicable, and shall maintain Employers Liability insurance with a limit of no less than
$1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its
employees for services performed under the terms of this Contract. Contractor agrees to assume full
liability for all claims arising from this Contract including claims resulting from negligent acts of all
subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as
needed. Failure of subcontractors(s) to comply with insurance requirements does not limit Contractor's
liability or responsibility.
Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under
this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of
the Contnactoeuinsurance and shall not contribute 1oit,
If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full
force and effect, all work under the contract shall bediscontinued immediately. Any failure tomaintain the required
insurance may be sufficient cause for the City to terminate the Contract.
Should mcourt of competent jurisdiction determine that this Contract is subject toFCW4.24.115, then, in the event of
liability for damages arising out of bodily injury topersons m damages to property caused by or resulting from the
negligenceconcurrent Contractor and the Chv, its officers, elected and appointed officials, agents,
attorneys and volunteers, Contractors liability hereunder shall be limited to the extent of the Contractor's negligence.
15. Severabilfty
If any term or condition of this Contract orthe application thereof toany person(s) or circumstances is held invalid,
such invalidity shall not affect other terms, conditions orapplications which can begiven effect without the invalid term,
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16. Contract Documents
This Contract, the Invitation to Bid 12012 Scope of Work, conditions, addenda, and modifications and Contractor's
proposal (to the extent consistent with City of Yakima documents) constitute the Contract Documents and are
complementary. Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede
other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No.
2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Contract.
17. Termination - Convenience
This Contract may be terminated by either party by giving thirty (30) days written notice of such intent and will become
effective thirty (30) days from the date such written notice is delivered to the applicable party to the Contract.
18. Termination • Cause
The City reserves the right to terminate this Contract at any time, upon written notice, in the event that the Services of
Contractor are deemed by the City to be unsatisfactory, or upon failure to perform any of the terms and conditions
contained in this Contract. The effective date for such termination shall be upon receipt of the notice, or three days
after the notice is mailed first class mail, certified with retum receipt requested.
19. Force Majeure
Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics/pandemics, war,
riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of
such pending or actual delay. Normally, in the event or any such delays (acts or God, etc.) the date of delivery will be
extended for a period equal to the time lost due to the reason for delay.
20. Governing Law
This Contract shall be governed by and construed in accordance with the laws of the State of Washington.
21. Venue
The venue for any judicial action to enforce or interpret this Contract shall lie in a court of dompetent.judidiction in
Yakima County, Washington.
22. Authority
The person executing this Contract, on behalf of Contractor, represents and warrants that he/she has been fully authorized
by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and
provisions of this Contract.
23. Notice
Any notice required or permitted to be given under this Contract shall be in writing and deemed effective if either delivered
in person or by overnight courier, facsimile or first class mail, certified with retum receipt requested. Notices to the parties
shall be delivered to:
TO CITY: Robert Harrison, City Manager TO CONTRACTOR:
City of Yakima
City Hall —First Floor
129 North Second Street
Yakima, WA 98901
COPY TO: City of Yakima Purchasing COPY TO:
City Hall —First Floor
129 North Second Street
Yakima, WA 98901
Bill Quinlan, Vice President
Vigilant Solutions, LLC
1152 Stealth St
Livermore, CA 94551
Russell Robinson
Sales Assoc., West
Parking & Mobility Solutions
n4Vie1 .pinwitmotorolasoluttos corn
12012 License Plate Reader System Page 6 of 7
I: •
WWI
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with their terrrs.
CITY OF YAKIM4
Attmt:
.rn,1L,110
CITY CONTRACT NO: 4' Li
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RESOLUTION NO:- ift
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Date: 9-21-2020
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