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PredPol Predictive Policing SaaS Subscription Agreement
This Subscription Agreement ("Agreement") between PredPol, Inc., a California corporation,
PO Box 2870, Santa Cruz, CA 95063-2870 ("PredPol") and City of Crestview, Florida with
offices at 201 Stillwater Blvd., Crestview, FL 32539 ("Client") entered into as of the date it is
signed by both Parties (the "Effective Date"). This Agreement governs Client's access to and use
of the Services as they are defined herein.
1. Definitions. All capitalized terms used in this Agreement and any attachments hereto shall
have the meanings assigned to them below.
A) "Admin Account(s)" means the administrative account(s) provided to Client by PredPol
for the purpose of administering the Services. The use of the Admin Account(s) requires
a password, which PredPol will provide to Client.
B) "Administrators" means the Client -designated technical personnel who administer the
Services to End Users on Client's behalf.
C) "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is
under common control with a party.
D) "AVL" mean Automated Vehicle Location, a means for automatically determining and
transmitting the geographic location of a vehicle to a vehicle tracking system.
E) "Brand Features" means the trade names, trademarks, service marks, logos, domain
names, and other distinctive brand features of each party, respectively, as secured by such
party from time to time.
F) "Confidential Information" means information disclosed by a party to the other party
under this Agreement that is marked as confidential or would normally be considered
confidential under the circumstances. Client Data is Client's Confidential Information.
Confidential Information does not include information that: (a) the recipient of the
Confidential Information already knew; (b) becomes public through no fault of the
recipient; (c) was independently developed by the recipient; or (d) was rightfully given to
the recipient by another party.
G) "Client Data" means data, including crime data, provided, generated, transmitted or
displayed via the Services by Client or End Users.
II) "Data Relay Pipe" means the server software used by PredPol to extract crime data from
Client's RMS or CAD (and vehicle tracking system if AVL is used), encrypt it, and send
to the PredPol servers to use to deliver the Service.
I) "Emergency Security Issue" means either: (a) Client's use of the Services in violation of
the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other Client's use of
the Services; or (iii) the PredPol network or servers used to provide the Services; or (b)
unauthorized third party access to the Services.
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J) "End Users" means the individuals Client permits to use the Services.
K) "End User Account" means a PredPol-hosted account established by Client through the
Services for an End User.
L) "Fees" means the amounts invoiced to Client by PredPol for the Services as described in
the Statement of Work.
M) "Initial Services Term" means the term for the applicable Services beginning on the 46th
day from the Effective Date and continuing for one (1) year. Notwithstanding anything to
the contrary herein, said Services shall not be made available to Client absent: i.)
PredPol's receipt of the payment due for the Initial Services Term; or ii.) Client taking
the necessary steps as defined in this Agreement and the Statement of Work to enable
PredPol to setup the said Services.
N) "Intellectual Property Rights" means current and future worldwide rights under patent
law, copyright law, trade secret law, trademark law, and moral rights law, and other
similar rights.
0) "RMS" means Records Management System database, an agency -wide system that
provides for the storage, retrieval, retention, manipulation, archiving, and viewing of
information, records, documents, or files pertaining to law enforcement operations.
P) "SaaS" means software as a service, which describes the manner in which PredPol
delivers the Services via access to a hosted software platform rather than through a
software license.
Q) "Services" means the applicable PredPol product or service, as described in this
Agreement or the Statement of Work.
R) "Services Term" means the applicable Initial Services Term, and all renewal terms for
the applicable Services as set out in the Statement of Work.
S) "Statement of Work" means the statement of work attached hereto as Exhibit A that
contains additional details regarding the Services to be provided to Client per the terms of
this Agreement.
T) "Suspend" means the immediate disabling of access to the Services, or components of
the Services, as applicable, to prevent further use of the Services.
2. Product and Payment.
A) Product. In consideration of the pricing and other obligations described herein, Client
shall receive PredPol Services as they are described in Exhibit A.
B) Fees and Payment Terms. Fees due for the services described herein are outlined in
Exhibit A. Fees for orders where PredPol issues an invoice are due upon Client's receipt
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of the invoice and are considered delinquent thirty days after the date of the applicable
invoice. Payments shall be made in U.S. Dollars by either wire transfer or check.
C) Revising Rates. Rates may not be changed during the Initial Services Term of this
Agreement without consent of both Parties. Following the end of the Initial Services
Term, PredPol may revise its rates upon mutual agreement of the Parties (which may be
by email) at least thirty days prior to the effective date of the revision.
D) Delinquent Payments. Delinquent payments shall bear interest at the rate of one -and -
one -half percent per month (or the highest rate permitted by law if less) from the payment
due date until paid in full. Client will be responsible for all reasonable expenses
(including attorneys' fees) incurred by PredPol in collecting such delinquent amounts
except where such delinquent amounts are due to PredPol's billing inaccuracies.
3. Term and Termination.
A) Term. This Agreement shall begin on the Effective Date and continue for one (1) year
from the beginning of the Initial Services Term ("Contract Term"). This Agreement may
be renewed for additional terms of one (1) year each if Client provides PredPol with
written notice of its intent to renew no less than sixty (60) days prior to the end of the
then current term.
B) Termination Resulting from Breach of Agreement. This Agreement may be
terminated immediately by either Party upon the failure of the other Party to correct a
material breach of this Agreement within thirty (30) days after notice of such material
breach by the non -breaching Party to the other Party.
C) Termination Resulting From Insolvency Events. Either Party may terminate this
Agreement immediately upon written notice to the other Party in the event a receiver,
trustee or similar officer is appointed for the other Party or a substantial portion of the
other Party's assets or businesses is assigned or transferred to a third party for the benefit
of its creditors, or a petition or application is filed by or against the other Party under any
bankruptcy law, or if an assignment is made of the other Party's business or assets for the
benefit of its creditors.
D) Obligations Upon Termination. Upon any termination of this Agreement, the Parties
shall return to each other any and all confidential information and any and all equipment,
documents and materials, including all copies thereof, which it received from the other
Party in connection with this Agreement.
E) Remedies for Breach of Agreement. If termination is the result of a material breach by
a Party, the non -breaching Party shall be entitled to pursue any and all rights and
remedies it has under law.
F) Survival Provisions. Termination of the Agreement shall not relieve either Party from
its continuing obligation to protect Confidential Information and proprietary rights of the
other Party. In addition, the rights and obligations of the Parties under Sections 1, 2, 3, 4,
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6.G, 6.H, 8, 9, 10, 11, 12, 13 and 14 shall survive the expiration or termination of this
Agreement
4. License Grants, Ownership, and Security.
A) License. Subject to the terms and conditions of this Agreement and solely for the
duration that it remains in effect, PredPol hereby grants to Client a limited, non-
transferable, non-exclusive, non-sublicensable license to use the Services as provided as a
SaaS. The Services are protected by copyright, trade secret, and other intellectual
property laws. You are only granted the right to use the Services, and only for the
purposes described herein. PredPol reserves all other rights in the Services.
B) Ownership. The Parties acknowledge and agree that, as between the Parties, all
worldwide ownership rights, title and interest in and to the Services, its underlying
software, and all other resulting material conceived, made or discovered by PredPol as a
result of or in connection with the Services, together with any and all modifications and
derivative works thereof, and any and all manuals, work in process, notes, drawings,
designs, flowcharts, and other results of the Services, including, without limitation, each
and every discovery, invention or improvement which may be conceived or developed as
a result of or in connection with the Services (collectively as the "Work Products"), shall
be the sole property of PredPol.
Notwithstanding anything to the contrary herein, each Party agrees that it shall not
acquire any rights, title or interest in or to the other Party's Marks (as defined below)
pursuant to this Agreement. Each Party will not contest the other Party's right, title or
interest in and to the other Party's Marks.
"Marks" means the respective trademarks, service marks, trade names, domain names, or
any other source identifiers of each Party.
C) Facilities and Data Transfer. Facilities used to store and process Client Data will adhere
to security standards no less protective than the standards used for PredPol's own
information and shall be compliant with applicable laws.
D) Modifications to the Services. PredPol inay make commercially reasonable changes to
the Services including product releases for bug fixes, improvements and new features. If
PredPol intends to make material changes to the Services resulting in a new restriction or
limitation of Services, or termination of a particular feature, which are required by law,
PredPol will inform Client within a reasonable time prior to the proposed change.
E) Retention. PredPol will have no obligation to retain archived Client Data.
5. License to Client Data. Client understands and agrees that Client is solely responsible for
ensuring it has all rights in or to any Client Data as necessary to upload such data to the
System without violation of any laws, regulations or guidelines, or any privacy or property
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rights of any third parties. In connection with such data, Client hereby represents and
warrants that:
A) Client owns, or otherwise has the necessary licenses, rights, consents, and permissions
under all intellectual property and/or proprietary rights in Client Data to enable inclusion
and use of the Client Data by PredPol and its agents in the manner permitted by this
Agreement;
B) PredPol's receipt and/or storage of such Client Data on the System pursuant to this
Agreement, does not and will not: (a) infringe, violate, or misappropriate any third -party
right, including any copyright, trademark, patent, trade secret, moral right, privacy right,
right of publicity, or any other intellectual property or proprietary right; (b) slander,
defame, libel, or invade the right of privacy, publicity or other property rights of any
other person; or (c) violate any applicable law, regulation or guideline; and
C) Client retains ownership at all times of the Client Data. Client hereby grants to PredPol
and its agents the right to use, store, publish, reproduce, and otherwise possess and utilize
the Client Data in connection with and as reasonably necessary for PredPol to provide the
Services to Client hereunder, and to disclose Client Data to its officers, employees,
agents, consultants, contractors and representatives for the purposes of performing
Services for the Client.
6. Additional Client Oblitations.
A) Client shall (i) obtain access to the Internet at Client's own expense from a provider
selected by Client so that Client can communicate with the System, and (ii) select, obtain
and maintain all equipment necessary to permit Client to communicate with the Web
based interfaces of the Software. PredPol will have no obligations with respect to any
hardware, software, or services chosen and/or used by Client to access the Services.
Notwithstanding anything to the contrary within this Agreement, PredPol's obligation to
provide Services is met upon PredPol making the relevant data accessible to Client via
the internet. PredPol will not have any liability if Client is unable to access or utilize the
Services due to a fault or failure in any such hardware, software and/or services chosen
and/or used by Client to access the Services.
B) Client shall provide access for the Data Relay Pipe to the Client's server which houses
applicable crime data. Client shall ensure their server is running at all times and
communicate any pertinent changes to their server or database to PredPol in a timely
manner.
C) Compliance. Client will use the Services in accordance with this Agreement, the
Statement of Work and all applicable laws.
D) Login IDs and Passwords. Client is solely responsible for monitoring and protecting the
confidentiality of all Login IDs and Passwords issued to it and its End Users.
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E) Client Administration of the Services. Client may specify one or more Administrators
with the rights to administer the End User Accounts. Client is responsible for: (a)
maintaining the confidentiality of the password and Admin Account(s); (b) designating
individuals authorized to access the Admin Account(s); and (c) ensuring activities that
occur in connection with the Admin Account(s) comply with this Agreement. Client
agrees that PredPol's responsibilities do not extend to Client's internal management or
administration of the Services.
F) Unauthorized Use. Client will use commercially reasonable efforts to prevent
unauthorized use of the Services and to terminate any unauthorized use. Client will
promptly notify PredPol of any unauthorized use of or access to the Services of which it
becomes aware.
G) Restrictions on Use. Unless PredPol specifically agrees in writing, Client will not, and
will use commercially reasonable efforts to make sure a third party does not: (i)
intentionally store or send software viruses, worms, Trojan horses or other harmful
computer code, files, scripts or programs; (ii) modify any software programs on the
System; (iii) use any programs on the System other than the Application as installed and
maintained by PredPol; (iv) access the System in any manner other than via the
Software's Web based administrative, user and mobile interfaces; (v) remove,
circumvent, disable, damage or otherwise interfere with any security -related features of
the System, or features that enforce limitations on the use of the System; (vi) attempt to
gain unauthorized access to the System, or any part of it, other accounts, computer
systems or networks connected to the System through hacking, password mining or any
other means; (vii) assign, sell, resell, rent, lease, distribute, delegate or otherwise transfer
any rights or obligations under or in connection with this Agreement or the System; (viii)
use the System, or sell access to the System, on a time-sharing, service bureau,
application service provider, or similar basis; (ix) reverse engineer, decompile, reverse
compile, disassemble, or reverse assemble, any aspect or element of the System, or
attempt to do so, except if and to the extent permitted by relevant law applicable to
Client; (xi) take any action the intent or likely result of which would be to reveal or
reconstruct all or any portion of the design of the System; (xii) use the System in a
manner that violates any applicable law; (xv) use the facilities or capabilities of the
System to conduct any business or activity or solicit the performance of any activity
which is prohibited by law; or (xvi) upload into the System, or cause or permit the
System to store, copy, process, communicate, distribute or publish, any data, information
or materials (including without limitation, the Crime Data) to the extent that so doing
actually, or allegedly, (a) creates any liability for, or imposes any obligations upon,
PredPol (b) violates any legal requirement, violates any rights of any person or entity or
violates any duty to any person or entity, (c) damages any person or entity, (d) would be
abusive, profane or sexually offensive to an average person as judged by PredPol, (e)
infringes, misappropriates or violates any intellectual property right or any personal right
of any person or entity anywhere at any time, including, but not limited to, rights arising
out of, or related to, copyright, patent, trade secret, trademark, service mark, privacy and
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publicity or (f) gives rise to any claims by any person or entity anywhere at any time for
slander, liable, false light, invasion of privacy, unfair competition or misappropriation.
H) Third Party Requests. Client is responsible for responding to requests for information
covered by language and terms of the United States Freedom of Information Act or any
applicable local state public records act ("Third Party Requests"). PredPol will, to the
extent allowed by law and by the terms of the Third Party Request: (a) promptly notify
Client of its receipt of a Third Party Request; (b) comply with Client's reasonable
requests regarding Client's efforts to respond to a Third Party Request; and (c) provide
Client with the information or tools required for Client to respond to the Third Party
Request. Client will first seek to obtain the information required to respond to the Third
Party Request on its own and will contact PredPol only if it cannot reasonably obtain
such information.
I) End User Requests. Client will, at its own expense, respond to questions and
complaints from End Users or third parties. Client will use commercially reasonable
efforts to resolve support issues before escalating them to PredPol. Should Client need to
escalate the issue to PredPol, contact will be made in accordance with Notices, Section
14.B.
7. Suspension Of End User Accounts by PredPol.
A) If PredPol becomes aware of an End User's violation of the Agreement, PredPol may
request that Client suspend the applicable End User Account. If Client fails to comply
with PredPol's request, PredPol may suspend the End User Account. The suspension will
continue until the applicable End User has cured the breach.
B) If there is an emergency security issue (determined solely in PredPol's reasonable
business judgment), PredPol may suspend the offending use without Client's consent.
Suspension will be to the extent and duration required to prevent or terminate the
emergency security issue. If PredPol suspends an End User Account without prior notice
to Client, at Client's request, PredPol will provide Client the reason for the suspension.
8. Confidential Information.
A) Asset of PredPol. Client acknowledges and agrees that the System and results generated
therefrom constitute valuable, proprietary and confidential assets of PredPol and its
licensors, successors and assigns. The foregoing shall be considered the Confidential
Information of PredPol.
For purposes of this Agreement, "Confidential Information" means any tangible or
intangible information relating to or disclosed in the course of performing the Agreement
that is marked or designated as confidential by the disclosing Party, including, without
limitation, designs, specifications, routines, protocols, formulas, source codes, technical
processes, unpublished financial information, product and business plans, projections,
customer information and employee information. Confidential Information does not
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include information that (i) becomes publicly known through no fault of the receiving
Party, (ii) is lawfully received from a third party not bound by confidentiality obligations,
or (iii) is independently developed by a Party without using any Confidential Information
of the other Party.
B) Obligations. Each party will: (a) protect the other party's Confidential Information with
the same standard of care it uses to protect its own; and (b) not disclose Confidential
Information except to affiliates, employees and agents who need to know it and who have
agreed in writing to keep it confidential, unless otherwise required by law. Confidential
Information may only be used to exercise rights and fulfill obligations under this
Agreement, while using reasonable care to protect it. Each party is responsible for the
actions of its affiliates' employees.
C) Required Disclosure. Each party may disclose the other party's Confidential Information
when required by law but only after it, if legally permissible: (a) uses commercially
reasonable efforts to notify the other party; and (b) gives the other party the chance to
challenge the disclosure.
9. Intellectual Property Rights: Brand Features.
A) Intellectual Property Rights. Except as expressly set forth herein, this Agreement does
not grant either party any rights, implied or otherwise, to the other's content, brand
features or intellectual property.
10. Disclaimers.
A) Disclaimers. TO THE EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY
PROVIDED FOR HEREIN; (i). PREDPOL MAKES NO WARRANTIES OR
REPRESENTATIONS ABOUT CONTENT OR INFORMATION MADE
ACCESSIBLE BY OR THROUGH THE SERVICES AND DOES NOT GUARANTEE
THAT THE SERVICES WILL PREDICT ALL CRIMES IN YOUR JURISDICTION;
AND (ii) THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES
OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON -INFRINGEMENT, QUIET ENJOYMENT, ACCURACY
OF DATA, SYSTEM INTEGRATION, COURSE OF PERFORMANCE AND
FITNESS FOR A PARTICULAR PURPOSE. PREDPOL AND ITS SUPPLIERS DO
NOT GUARANTEE OR WARRANT THAT THE USE OF THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE. CLIENT ACKNOWLEDGES THAT THE
SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE
NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS INCLUDING
EMERGENCY SERVICES CALLS OVER PUBLICLY SWITCHED TELEPHONE
NETWORKS.
B) Warranty. PredPol warrants all work performed or services rendered under the
Agreement to be of good quality and free from any defective or faulty material and
workmanship.
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11. Indemnification.
A) By PredPol. PredPol will defend and hold harmless Client against any third party claim
that the Services infringe or misappropriate the intellectual property of a third party
("Infringement Claim"), and indemnify Client from all resulting costs and damages
actually awarded against Client to the third party making such Infringement Claim by a
court of competent jurisdiction or agreed to in settlement. PredPol will have no
obligations or liability under this section arising from: (i) use of any Services or PredPol
Brand Features in a modified form or in combination with materials not furnished by
PredPol, (ii) any content, information or data provided by Client, End Users or other third
parties; (iii) any modifications or additions made at the request of Client and/or per
Client's instructions; or (iv) use of the Services in any manner not expressly allowed per
the terms of this Agreement.
B) General The party seeking indemnification will promptly notify the other party of the
claim and cooperate in defending the claim. The indemnifying party will have full control
and authority over the defense, except that: (a) any settlement requiring the party seeking
indemnification to admit liability or to pay money will require that party's prior written
consent, such consent not to be unreasonably withheld or delayed; (b) the other party
reasonably cooperates with requests for assistance; and (c) the other party may join in the
defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A
PARTY'S SOLE REMEDY FOR VIOLATION BY THE OTHER PARTY OF A THIRD
PARTY'S INTELLECTUAL PROPERTY RIGHTS.
12. Possible Infringement.
A) Repair, Replace, or Modify. If PredPol reasonably believes the Services infringe a third
party's Intellectual Property Rights, then PredPol will: (a) obtain the right for Client, at
PredPol's expense, to continue using the Services; (b) provide a non -infringing
functionally equivalent replacement; or (c) modify the Services so that they no longer
infringe.
B) Suspension or Termination. If PredPol does not believe the foregoing options are
commercially reasonable, then PredPol may suspend or terminate Client's use of the
impacted Services. If PredPol terminates the impacted Services, then PredPol will
provide a pro -rata refund of the unearned fees.
13. Limitation of Liability.
A) Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER
THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES,
EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH
DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT
SATISFY A REMEDY.
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B) Limitation on Amount of Liability. EXCEPT AS PROVIDED HEREIN, PREDPOL
SHALL NOT BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN
THE AMOUNT PAID BY CLIENT TO PREDPOL HEREUNDER DURING THE
TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
C) Exceptions to Limitations. These limitations of liability apply to the fullest extent
permitted by applicable law but do not apply to breaches of confidentiality obligations,
violations of a party's Intellectual Property Rights by the other party, or indemnification
obligations.
14. Miscellaneous.
A)Privacy Rights: Without limiting any of the foregoing, Client hereby agrees to strictly
comply with all laws, regulations and guidelines relating to the privacy rights of any
individuals applicable to its use of the System, including, without limitation, personally
identifiable information.
B) Notices. (a) All notices must be in writing and addressed to the attention of the other
party's legal department and primary point of contact and (b) notice will be deemed
given: (i) when verified by written receipt if sent by personal courier, overnight courier,
or when received if sent by mail without verification of receipt; or (ii) when verified by
automated receipt or electronic logs if sent by facsimile or email.
Point of Contact, PredPol: Dan Stalker, VP Sales — dan@nredpol.com
PredPol Customer Account Management: Customers(a predpol.com
Point of Contact, Client: Major Raymond Harp — harpr(ailcrestviewpd.org
C) Change of Control. Upon a change of control (a) the party experiencing the change of
control will provide written notice to the other party within thirty days after the change of
control; and (b) upon such change of control by Client, PredPol may terminate this
Agreement any time between the change of control and thirty days after it receives the
notice.
D) Force Majeure. Neither party will be liable for inadequate performance to the extent
caused by a condition (for example, natural disaster, act of war, riot, labor condition,
governmental action, and Internet disturbance) beyond the party's reasonable control;
provided, that obligations that are purely financial in nature shall not be subject to this
provision
E) No Waiver. Failure to enforce any provision of this Agreement will not constitute a
waiver.
F) Severability. If any provision of this Agreement is found unenforceable, the balance of
the Agreement will remain in full force and effect.
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G) No Agency. The Parties are independent contractors, and this Agreement does not create
an agency, partnership or joint venture.
H) Equitable Relief. Nothing in this Agreement -will limit either party's ability to seek
equitable relief.
I) Governing Law. This Agreement is governed by Florida law, excluding that state's
choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND
THE EXCLUSIVE VENUE IN, THE COURTS IN OKALOOSA COUNTY, FLORIDA.
The Parties explicitly agree that no other laws, treaties or regulations shall control this
Agreement.
J) Amendments. Any amendment must be in writing and expressly state that it is amending
this Agreement.
K) Entire Agreement. This Agreement, and all documents referenced herein, is the Parties'
entire agreement relating to its subject and supersedes any prior or contemporaneous
agreements on that subject.
U) Interpretation of Conflicting Terms. If there is a conflict between the documents that
make up this Agreement, the documents will control in the following order: the
Agreement, then the terms of subscription set forth in any separate quote including the
financial terms of the subscription, a description of the Services being ordered, the
respective fees and Initial Services Term as prepared by PredPol.
L) If Client signs a physical agreement with PredPol to receive the Services, the physical
agreement will override any online agreement.
M) Counterparts. The Parties may enter into this Agreement in counterparts, including
facsimile, PDF or other electronic copies, which taken together will constitute one
instrument.
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EXECUTED as a sealed instrument as of the day and year first set forth below by the last
counter -signatory.
Each party represents that it has full power and authority to enter into the Agreement. Each party
warrants that it will comply with all laws and regulations applicable to its provision, or use of the
Services.
PredPol, Inc.:
Name: Brian A. MacDonald
Title: CEO
71
Date: ` j
Client:
Attest:
Elizab th M. Ro City Clerk
Date: i 2 -!b - I q
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EXHIBIT A
STATEMENT OF WORK
PREDPOL SAAS SERVICES DESCRIPTION
PredPol shall provide client with the following services per the terms of this Agreement.
I. SERVICE OVERVIEW
PredPol provides predictions for where and when crimes are most likely to occur ("Predictive
Services"). This includes, but is not limited to, property crime, violent crime, gun violence, gang
activity, and traffic collisions. Predictions may be generated for different time windows and
delivered on paper or to any internet-connected device. The predictions are shown on maps as
500 foot by 500 foot boxes (approximately the size of a large intersection; referred to herein as
"Prediction Boxes") that officers are instructed to patrol during their shift when not responding
to calls for service or performing other duties.
Three types of crime data — type of crime, place of crime, and date/time of crime — are delivered
through a secure Data Relay Pipe from Client's RMS and/or CAD to the PredPol Service.
Predictions are then generated and made available anytime the Client logs in to the system.
An additional service is AVL Integrated Dosage Calculations. With this service, PredPol
provides AVL based, real time dosage reporting for patrols using our predictive services. Reports
are accessible from the web based interface by command staff and patrol supervisors (filtered by
user permissions) and provide feedback on which zones are being under patrolled, patrolled
sufficiently, or over patrolled to prevent crime.
2. SERVICES DESCRIPTION
A. Installation and Training Services
i. Setup and integration of a secure Data Relay Pipe from Client's RMS (and/or CAD
and AVL system where required) to PredPol Service. Said setup shall be completed
thirty (30) days from the Effective Date, subject to Client's adherence to the terms
herein, Client's provision of the crime data file from Client, and Client making all
commercially reasonable efforts to appropriately feed the crime data file into
PredPol's services.
ii. A "train the trainers" session in operations and best practices. Training takes one
hour via remote web session. PredPol's obligation to provide said training shall
expire upon the earlier of Client receiving said training, and forty-five (45) days from
the Effective Date.
B. Services and Technical Support Services.
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Beginning on the completion of the services described in Section 2.A above, PredPol
will make the following Services identified by a checked box accessible to Client via
the internet per the terms of the Service Level Agreement set out below, for the duration
that this Agreement and this Statement of Work remain in effect.
®Predictive Services: Data to be transferred is restricted to fields related to type of
crime, place of crime, and time of crime. There shall be no limit on the number of
Client users, mission and shift combinations predicted or prediction views.
(i) Predictions of where and when specific crimes are most likely to
occur including latitude and longitude information of the center of Prediction Boxes.
Prediction Boxes shall be for crime types as defined and mutually agreed to by Client
and PredPol;
(ii) Historical location of Prediction Boxes as defined and mutually
agreed to by Client and PredPol;
(iii) Ability to manage patrol operations including the ability to set
missions by shift and district; and
(iv) Analytics and reporting that will provide deeper insight into crime
patterns and patrol operations.
®AVL Integrated Dosage Calculations.
® Technical Support. PredPol will provide Client with online and e-mail technical and
operational use support.
3. SERVICE LEVEL AGREEMENT
A. Service Availability. The PredPol SaaS service shall have an uptime of not less than
98%, calculated as the percentage time said service is accessible from the Internet in any
whole calendar month after SaaS service initiation ("Service Month"). Downtime
resulting from scheduled maintenance and force majeure events shall not be included in
the uptime calculation. Additionally, in the situation where the Client's technical
architecture or the RMS data formats within the record management system are changed
by the Client without 60- day advance notice, any resulting downtime will not be
included in the uptime calculation.
B. Service Response Time. PredPol shall take reasonable measures to ensure that the SaaS
service response times do not materially fall behind industry standards.
C. Service Credits. Client's sole remedy for any failure for PredPol to meet the foregoing
shall be a credit of 1/12 a percent for each percent below 98% the calculated uptime is in
a Service Month, on Client's next annual invoice. Said credits shall have no cash value.
If the calculated uptime in any month falls below 75%, this Agreement may be
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PREDPOL'
terminated by Client and a pro -rated refund shall be paid to Client for the remaining
Services Term within ninety (90) days.
4. FEES
A. Installation and Training Services Fees. As consideration for the services provided per
Section 2.A of this Exhibit A, Client shall pay to PredPol a one-time setup fee of $2,000,
to be invoiced upon the full execution of this Agreement.
B. SaaS and Technical Support Fees. As consideration for the services provided per Section
2.B of this Exhibit A, Client shall pay to PredPol a subscription fee of $9,900 for
Predictive Services and $2,900 for AVL for the Services Term. For every year that this
contract remains in effect thereafter, the annual subscription fee will be $9,900 for
Predictive Services and $2,900 for AVL. The subscription fee due for the Services Term
shall be invoiced upon the full execution of this Agreement. The subscription fee due for
subsequent one (1) year periods that this contract remains in effect shall be invoiced
thirty (30) days prior to the conclusion of the Initial Services Term, and the annual
anniversaries thereof.
C. Software updates to the SaaS provided herein shall be included in the SaaS and Technical
Support Fees charged in each Services Term.
D. All fees described herein shall be paid by Client within thirty (30) days of the invoice
date.
5. CLIENT OBLIGATIONS
A. Client shall make commercially reasonable efforts to performing the following during the
term of this Agreement:
i. provide access to and service of Client IT staff and services during the initial setup of
the Data Relay Pipe as is reasonably necessary; and
ii. provide access to relevant databases and shared databases to which Client has access,
pursuant to all applicable laws and access agreements.
6. DEPLOYMENT STEPS
The anticipated deployment steps are as follows and may change without notice. The
estimated timeline for setup as outlined below is dependent upon availability of the Client's
technical resource for installation of the Data Relay Pipe.
A. Technical Implementation.
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PREDPOL'
i. PredPol to conduct a kickoff meeting or conference call with appropriate Client
staff (as identified by the Client) within 7 days of receiving the signed
Agreement;
ii. Client to complete an informational form within 7 days after the kickoff meeting;
iii. Upon receipt of the Client's completed information form, PredPol will send
installation instructions to Client;
iv. Client must complete the installation instructions for the Data Relay Pipe within
30 days of the agreement Effective Date. PredPol staff will be available for
support as needed; and
v. Upon successful installation of Data Relay Pipe PredPol will complete initial data
processing. Successful completion of this step is contingent on the Client
confirming that the data mapping is correct.
B. Service Initiation. Upon completion of Technical Implementation, Client will
receive the URL and login information of their PredPol site via email for their review.
Upon Client signoff, PredPol will work with Client to schedule training. Training
must occur within 45 days of the Effective Date.
C. Training. PredPol recommends a "train the trainers" approach for command staff,
supervisors, and analysts once the system goes live. This provides a better
understanding of the system and allows new officers to be trained as needed. Training
takes approximately one hour, including questions and answers.
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PREDPOL`
PROPOSED PROJECT SCHEDULE*
Deliverable/Task
Target Date
Effective Date
Date of contract signature
Kickoff call
Within 7 days of Effective Date
Client completion of information form
Within 14 days of Effective Date
Installation of Data Relay Pipe and
completion of setup form
Within 30 days of Effective Date **
Payment due
30 days after Effective Date
Data quality review
Within 35 days of Effective Date**
Issuance URL and first user login
credential
Within 40 days of Effective Date**
Training and live operations
Within 45 days of Effective Date**
1 Annual billing date
30 days prior to the conclusion of the
annual anniversary of the Initial
Services Term
Annual payment due date
30 days after annual billing date
* The dates herein reflect the anticipated project timeline and are subject to change.
** These dates are dependent on Client's completion of Data Relay Pipe installation and setup
form.
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Page 17 of 17
PUBLIC RECORDS ADDENDUM
PredPol Inc., as Contractor, shall comply with the requirements of Florida's Public
Records law. In accordance with Section 119.0701, Florida Statutes, Contractor shall:
a. Keep and maintain public records required by the public agency in order to perform
the service.
b. Upon request from the public agency's custodian of public records, provide the
public agency 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 under Florida's Public Records Law or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of this contract if
Contractor does not transfer the records to the public agency: and
d. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of Contractor or keep and maintain public records required by
the public agency to perform the service. If Contractor transfers all public records to
the public agency upon completion of the contract, Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. If Contractor keeps and maintains public records
upon completion of this contract, the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from public agency's custodian of public
records, in a format that is compatible with the information technology systems of the
public agency.
e. If Contractor has questions regarding the application of Chapter
119, Florida Statutes, to Contractor's duty to provide public
records relating to this Agreement, Contractor shall contact the
Custodian of Public Records at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
cityclerk@cityofcrestview.org
f. In the event the public agency must initiate litigation against Contractor in order to
enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation
filed against the public agency because Contractor failed to provide access to public
records responsive to a public record request, the public agency shall be entitled to
recover all costs, including but not limited to reasonable attorneys' fees, costs of suit,
witness, fees, and expert witness fees extended as part of said litigation and any
subsequent appeals.
(4t -e(
Brian MacDonald
CEO, PredPol