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PredPol Predictive Policing
Softwa re-as-a-Service (SaaS) S u bscri pti on Ag reement
This Subscription Agreement ("Agreement") between PredPol, lnc., a California
corporation, with offices at 2801 Mission Street, Suite 2803, Santa Cil)2, CA 95060
("PredPol") and the City of Fresno, a municipal corporation ("Client"), collectively the
"Parties", is effective when signed by both Parties (the "Effective Date"). This
Agreement governs Client's access to and use of PredPol's technologies and services.
1. Definitions.
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 PredPolwill provide to Client.
B) "Administrators" mean 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 controlwith a party.
D) "Application Data" means the geospatial information (e.9. address or latitude &
longitude), temporal data (e.9. date and time), and crime typology information
(e.g. crime code, crime type description, crime categorization information)
associated with all instances of crime data provided to PredPol by Client.
"Application Data" further means the predictive data provided by PredPol to
Client.
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.
"Confidential lnformation" 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 lnformation. Confidential lnformation does not include information
that: (a) the recipient of the Confidential lnformation 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.
"Client Data" means data, including crime data, provided, generated, transmitted
or displayed via the Services by Client or End Users,
"Data Pipe" means the server software used by PredPol to extract crime data
from Client's RMS, encrypt it, and send to the PredPol servers to use to deliver
the Service.
F)
G)
H)
l) "Emerqencv Security lssue" means either: (a) Client's use of the Services
violation of the Acceptable Use Policy, which could disrupt: (i) the Services;
other Client's use of the Services; or (iii) the PredPol network or servers used
provide the Services; or (b) unauthorized third party access to the Services.
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) "lnitial Services Term" means the term for the applicable Services beginning on
the Service Commencement Date and continuing for the duration of the lnitial
Services Term as set forth in the Statement of Work.
N) "lntellectual Property Riqhts" means current and future worldwide rights under
patent law, copyright law, trade secret law, trademark law, moral rights law, and
other similar rights.
O) '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) "Service Commencement Date" is the date upon which PredPol makes the
Services available to Client. This date will follow PredPol's receipt of the first
year's payment and is dependent upon Client taking the necessary steps as
defined in this Agreement and the Statement of Work to enable PredPol to setup
the Services.
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 lnitial Services Term and all renewal
terms for the applicable Services as set out in the Statement of Work.
S) "Statement of Work" means one or more fully-executed statements containing
the terms and conditions for the provision of Services to or for the benefit of a
specific Client.
T) "Subscription Terms" are set forth in the Statement of Work and references the
document reflecting the financial terms of the subscription, including: (i) the
Services being ordered; (ii) Fees; and (iii) lnitial Services Term.
in
(ii)
to
U) "Suspend" means the immediate disabling of access to the Services, or
components of the Services, as applicable, to prevent further use of the Services.
V) "Term" means the term of the Agreement, which will begin on the Effective Date
and continue until the earlier of (i) the end of the Services Term or (ii) termination
date of the Agreement (or Statement of Work) as set fotth herein.
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the lanquaqe and terms of the United States Freedom of lnformation Act or the
California Public Records Act.
2. Product and Payment.
Product. ln consideration of the pricing and other obligations described herein,
Client shall receive PredPol Services that are focused on crime predictions by shift, day,
and location, including, but not necessarily related to, property crime, assault, and
robbery.
Client shall receive PredPol Services for the Services Term set forth in the
Statement of Work, executed by the Parties and attached hereto. The Subscription
Terms, including the Fees that Client agrees to pay for PredPol Services, are as
described in the Statement of Work.
A) Paymenf The first payment is due thirty days after this Agreement is executed.
The Client will be invoiced annually after the first payment. Fees for orders where
PredPol issues an invoice are due upon Client's receipt 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.
B) Commencement of Service. The Service Commencement Date is the date
upon which PredPol makes the Services available to Client. This date will follow
receipt of the Year One payment and depends on the Client taking the necessary
steps as defined in the Statement of Work to enable PredPol to set up the
Services.
C) Invoices. Each year PredPol shall furnish to Client an original invoice for all
services to be delivered in an upcoming contract year. The first invoice shall be
issuable upon full execution of this Agreement. Client will make all required
payments to PredPol within thirty (30) days of receipt of PredPol's invoice.
D) Revising Rafes. Rates may not be changed during the lnitial Services Term of
this Agreement without consent of both Parties. Following the end of the lnitial
Services Term, PredPol may revise its rates by providing Client written notice
(which may be by email) at least thirty days prior to the effective date of the
revision.
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E) Delinquent Paymenús. 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
Pred Pol's billing inaccuracies.
3.Term
A) Term. This Agreement will remain in effect for the Term as laid out in the
Statement of Work, attached hereto as Exhibit A, and incorporated herein.
B) Renewal. The renewal process is laid out in the Statement of Work.
4. Services.
A) License fo Use. Client shall be licensed and authorized to use the Services as
provided as a SaaS (software as a service). The license is non-transferable,
non-assignable and non-exclusive.
B) 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. _
C) Modifications to the Servíces. PredPol may make commercially reasonable
changes to the Services. lf PredPol materially changes the Services, PredPol will
inform Client and Client may terminate the Agreement with no liability to Client.
D) Retention. PredPolwill have no obligation to retain archived Client Data.
5. Additional Client Obliqations.
Client agrees to provide the information and take the steps requested by PredPol
to facilitate setup and implementation of the Services.
A) License fo Use Client Data. Client understands and agrees that Client is solely
responsibility for ensuring it has all rights in or to the Crime Data as necessary to
upload the Crime Data to the System as provided for without violation of any
laws, regulations or guidelines, or any privacy or property rights of any third
parties. ln connection with such Data, Client hereby represents and warrants
that, to the best of Client's available knowledge:(i) Client owns, or othenryise has the necessary licenses, rights, consents,
and permissions under all intellectual property and/or proprietary rights in
Crime Data to enable inclusion and use of the Crime Data by PredPol and
its agents in the manner permitted by this Agreement.
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(ii) PredPol's receipt and/or storage of such Data on the System pursuant to
this Agreement, do 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.
(ii¡) Client retains ownership at all times of the Application Data, provided that
Client hereby grants to PredPol and its agents the right to use, store,
reproduce, and otherwise possess and utilize the Application Data in
connection with and as reasonably necessary for PredPol to provide the
Services to Client hereunder, and to disclose Crime Data to its officers,
employees, agents, consultants, contractors and representatives for the
purposes of performing Services for the Client.
B) Additional Obligations.
a. Client shall (i) obtain access to the lnternet at Client's expense from a
provider selected by Client so that Client can communicate with the
System, (ii) select, obtain and maintain all equipment necessary to permit
Client to communicate with the Web based interfaces of the Software.
PredPolwill have no obligations with respect to any hardware, software, or
services chosen and/or used by Client to access the Client lnstallation.
PredPol will not have any liability if Client is unable to access or utilize the
Client lnstallation due to a fault or failure in any such hardware, software
and/or services.
b. Client shall provide access for the Data Pipe to the Client's server that
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 lDs and Passwords; Client is solely responsible for monitoring and
protecting the confidentiality of all Login lDs and Passwords issued to it and its
End Users.
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) IJnauthorized 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 othenryise 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 othenruise 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 Application Data) to the extent that so doing (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 a reasonable person, (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
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 Pafty Reguesfs. Client is responsible for responding to 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.
Client and PredPol will comply with any federal or State statute, or the order of a
court or State agency with appropriate jurisdiction and authority, as to the release
of any information or records.
6. Technical Support Services.
A) By Client. 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.
a. Should Client need to escalate the issue to PredPol, contact will be made
in accordance with Notices, section 15(b).
Bl By PredPol. PredPol will provide the support necessary to resolve Client's issue,
to the extent reasonably practicable in PredPol's.
7. Suspension Of End User Accounts by PredPol.
lf PredPol becomes aware of an End User's violation of the Agreement, PredPol may
request that Client suspend the applicable End User Account. lf 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.
A) Emergency Security lssues. lf there is an emergency security issue
(determined solely in PredPol's reasonable business judgment), PredPol may
automatically suspend the offending use. Suspension will be to the extent and
duration required to prevent or terminate the emergency security issue. lf
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. Gonfidential lnformation.
A/ Asseú of PredPof. Client acknowledges and agrees that the System constitutes
a valuable, proprietary and confidential asset of PredPol and its licensors,
successors and assigns
B) Obligations. Each party will: (a) protect the other party's Confidential lnformation
with the same standard of care it uses to protect its own; and (b) not disclose
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c)
A)
A)
B)
A)
Confidential lnformation except to affiliates, employees and agents who need to
know it and who have agreed in writing to keep it confidential. Confidential
lnformation 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.
Required Disclosure. Each party may disclose the other party's Confidential
lnformation 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 Propertv Riqhts: Brand Features.
lntellectual Property Rþhús. Except as expressly set forth herein, this
Agreement does not grant either party any rights, implied or othen¡vise, to the
other's content, brand features or intellectual property. Client grants to PredPol a
non-exclusive license to use Application Data for PredPol's legitimate business
purposes, including providing products and services to law enforcement
agencies.
10. Disclaimers.
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
(ii) THE SERVTCES ARE PROVTDED "AS tS" AND WTTHOUT WARRANTTES
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 TELEPHONE SERVICE
AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR
RECEIVING ANY CALLS INCLUDING EMERGENCY SERVICES CALLS OVER
PUBLICLY SWITCHED TELEPHONE NETWORKS.
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.
11. Termination.
Termination for Breach. Either party may suspend performance or terminate
this Agreement if: (i) the other party is in material breach of the Agreement and
fails to cure that breach within thirty days after receipt of written notice; (ii) the
other party ceases its business operations or is subject to insolvency
proceedings that are not dismissed within ninety days; or (iii) the other party is in
material breach of this Agreement._
B) Termination for lVon-Approprafion. PredPo
insufficient fundinq for the Proiect.
C) Effects of Termination. lf this Agreement terminates, upon request each party
will promptly use commercially reasonable efforts to return or destroy all other
Confidential lnformation of the other party.
12. lndemnification.
CITY shall indemnify, hold harmless and defend PredPol and each of its officers, officials,
employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures,
costs and damages (whether in contract, tort or strict liability, including but not limited to
personal injury, death at any time and property damage) incurred by PredPol, CITY or any other
person, and from any and all claims, demands and actions in law or equity (including attorney's
fees and litigation expenses), arising or alleged to have arisen directly or indirectly from the
negligent or intentional acts or omissions, or willful misconduct of CITY or any of its officers,
officials, employees, agents or volunteers in the performance of this Agreement; provided
nothing herein shall constitute a waiver by CITY of governmental immunities including California
Government Code section 810 et seq.
PredPol shall indemnify, hold harmless and defend CITY and each of its officers, officials,
employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures,
costs and damages (whether in contract, tort or strict liability, including but not limited to
personal injury, death at any time and property damage) incurred by the CITY, PredPol or any
other person, and from any and all claims, demands and actions in law or equity (including
attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly
from the negligent or intentional acts or omissions, or willful misconduct of PredPol or any of its
officers, officials, employees, agents or volunteers in the performance of this Agreement.
ln the event of concurrent negligence on the part of CITY or any of its officers, officials,
employees, agents or volunteers, and PredPol or any of its officers, officials, employees, agents
or volunteers, the liability for any and all such claims, demands and actions in law or equity for
such losses, fines, penalties, forfeitures, costs and damages shall be apportioned under the
State of California's theory of comparative negligence as presently established or as may be
modified hereafter.
This section shall survive termination or expiration of this Agreement.
13. Possiblelnfringement.
A) Repair, Replace, or Modify.lf PredPol reasonably believes the Services infringe
a third party's lntellectual 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. lf PredPol does not believe the foregoing options
are commercially reasonable, then PredPol may suspend or terminate Client's
use of the impacted Services. lf PredPol terminates the impacted Services, then
PredPol will provide a pro-rata refund of the unearned Fees.
14. Limitation of Liabilitv.
A) Limitatíon on lndirect 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.
B) Exceptions fo 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 lntellectual Property Rights by the other party,
or indemnification obligations.
15. 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.
i. Point of Contact, PredPol: Mary Woodard, Sa/es Executive
ii.Point of Contact, Client:
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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) the other party 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 lnternet 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. lf any provision of this Agreement is found unenforceable, the
balance of the Agreement will remain in full force and effect.
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.
l) Governing Law. This Agreement is governed by California 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 OF, THE COURTS IN
FRESNO COUNTY, CALIFORNIA. The Parties explicitly agree that no other
laws, treaties or regulations shall control this Agreement.
J) Amendmenfs. Any amendment must be in writing and expressly state that it is
amending this Agreement.
K) Suruival. The following sections will survive expiration or termination of this
Agreement: Section 3, 6,7.1, 10, 11.2, 12, 13, 14 and 15.
L) Entire Agreemenf. 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.
M) lnterpretation of Conflicting Terms. lf there is a conflict between the
documents that make up this Agreement, the documents will control in the
following order: the Subscription Terms set forth in any separate quote prepared
by PredPol, then the Agreement, and the terms located at any URL. lf Client
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signs a physical agreement with PredPol to receive the Services, the physical
agreement will override any online agreement.
Counterparfs. The Parties may enter into this Agreement in counterparts, including
facsimile, PDF or other electronic copies, which taken together will constitute one
instrument. EXECUTED as a sealed instrument as of the day and year first set forth
below by the last counter-signatory.
Representations and Warranties. Each party represents that it has full power and
authority to enter into the Agreement. lf you are accepting on behalf of your employer or
another entity, you represent and warrant that: (i) you have full legal authority to bind
your employer, or the applicable entity, to these terms and conditions; (ii) you have read
and understand this Agreement; and (iii) you agree, on behalf of the party that you
represent, to this Agreement. Each party warrants that it will comply with all laws and
regulations applicable to its provision, or use of the Services.
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lN WITNESS WHEREOF, the parties
California, the day and year first above written.
have executed this Agreement at Fresno,
CITY OF FRESNO,
By:
JER
Fresno Police Department
ATTEST:
WONNE SPENCE, CMC
City Clerk
PREDPOL, INC.,
ration:
By:
Name:
Title: Chief Executive Officer
corporation
By
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Date 4tr ll U
Name: \A+.¡¡ =t,-^s,,.*t--r-
OFê ¿\Æù fß3r.sl"lçtÈ¡-t- q€ñ.r<,:;ût¡-t
(must be Treasurer, Secretary or
Assistant Secretary)t .rl -- \-/Løf v.,'' eZ-:.f C \r^S4S,.¿
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
Addresses:
CITY:
Fresno Police Department
Attention: Sgt. Robert Reynolds
PO Box 1271
Fresno, CA 93715-1271
PREDPOL:
Atten: Mary Woodard
2801 Mission St Suite 2903
Santa Cruz, Ca 95060
831-331-4550
Deputy City Attorney
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EXHIBIT A: STATEMENT OF WORK
PREDICTIVE POLICING DEPLOYMENT
P red ictive Pol ici n g Softwa re-as-a-Service ("SaaS" ) S u bscri pti on Ag reement
Between PredPol, lnc. and the City of Fresno ("Client")
A. OVERVIEW
PredPol, the predictive policing company, provides command staff, crime analysts, and
patrol officers with proven, accurate, easy to use predictions for where and when crime
is most likely to occur. This includes property crimes, personal crimes, gun violence,
gang activity, and traffic incidents. Used as an everyday policing tool and for special
operations, predictions are generated for each shift and delivered on paper or to any
internet-connected device, The predictions are shown on maps as 500 foot by 500 foot
boxes, about the size of a large intersection that officers patrol during their shift when
not responding to calls for service or performing other duties.
B. Three types of crime data - type of crime, place of crime, and time of crime - are
delivered through a secure Data Pipe from Client's Records Management System
(RMS) to the PredPol Service. Predictions are then generated and made available
anytime a user logs in to the system.
C. TERMS
L Financial Parameters:
a. This Agreement has a one-year term, with options for two one-year
extensions. The total fee of $80,000 is due at contract execution. Should
City exercise its option for the two additional years, the rate will be
$86,000 per year, due on the anniversary of the "Service Commencement
Date." PredPol will provide the GPS Dosage Meter and CrimeWhere
public crime mapping at no cost.
b. There are no additional fees for training, no individual license fees, no
need for new hardware or new hiring, and no limit on the number of Client
users or prediction views.
c. Maintenance and upgrades of the Service will be provided at no additional
cost during the lnitial Services Term.
2. Non-Financial Parameters: Client agrees to make reasonable efforts to support
PredPol by doing the following during the term of this Agreement:
a. Provide lT staff and services as needed during the initial setup of the Data
Pipe;
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b. Deploy and utilize the PredPol tool according to PredPol's recommended
best practices;
c. Generally support the deployment of any new features/tools, including
providing user feedback, as requested by PredPol;
d. Provide access to relevant databases and shared databases to which
Client has access, pursuant to all applicable laws and access agreements.
3. lnitial Services Term & Renewal: This Agreement is for an lnitial Services Term
of one year with payment due according to the terms set forth herein. Renewal
following the lnitial Services Term will be determined by both Parties in writing
sixty (60) days prior to the end of the lnitial Services Term.
4. Effective Date: This Agreement is effective when signed by both Pafties and will
terminate on the end of the Services Term.
D. SCOPE OF WORK
Scope of Work: PredPol shall provide services, resources, and tools to support a
successful implementation of the PredPol Services to support Client's efforts to
suppress, deter, and reduce crime. The scope of work will include developing and
providing the following:
o Setup and integration of a secure Data Pipe from Client's three Record
Management System's to PredPol Service. Data to be transferred is restricted to
fields related to type of crime, place of crime, and time of crime.
o Electronic transfer of 500' x 500' predictive locations (latitude and longitude data)
identified by PredPol to Client for electronic consumption via three secure
websites.
. Access to historical crime mapping for crime types as defined and agreed with
the Client.
. A "train the trainers" session in operations and best practices. Training takes one
hour via remote web session. PredPol also provides client support and training
materials online through the Support Portal.
o Access to the Radar tool that details hit scoring.
o Full access to the Services for unlimited Client users, prediction views, and report
generation.
o Provide online, and email support to Client for technical and operational use.
15
E. DEPLOYMENT STEPS AND PROPOSED TIME SCHEDULE
lmplementation of predictive policing for Client will include the following steps and
proposed schedule:
. Setup of the PredPol Services using Client's existing RMS database.
Timeline for setup is dependent upon availability of the Client's technician for
installation of the Predpol data pipe. Once an agency provides initial data
transfer and ensures the correct data mapping is in place, the PredPol system
can be ready to generate predictions within two weeks.
. Technical lmplementation Steps.
Technical lmplementation depends on Client lT resource availability. The steps
are as follows:L PredPol to conduct a kickoff meeting or conference call with
appropriate Client staff (as identified by the Client) upon receiving
signed Agreement.
2. Client to complete an informational form provided by PredPol.
3. Upon receviing the informational form provided by PredPol,
PredPolwill send installation instructions to Client.
4. Per instructions, the Client must complete the installation of Data
Pipe and complete the online setup form. PredPol staff will be
available for support as needed.
5. Upon successful installation of Data Pipe and completion of setup
form, PredPolwill complete initial data processing.
6. The PredPol Service will generally be available to Client within two
weeks from the completion of this step. Successful completion of
this step is contingent on the Client confirming that the data
mapping is correct.
The overall timeline for implementation depends on Client resource availability.
. Electronic transfer of 500 square foot predictive locations (latitude and
longitude data) identified by PredPol to Client.
Upon completion of technical implementation, Client will receive three URL's and
login information of their PredPol sites via email for their review. Upon Client
signoff, PredPol will work with Client to schedule training.
. 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.
l6
Training takes one hour, including questions and answers. The training is
available via remote web session. PredPol also provides online training materials
and email support.
* These dates are dependent on Client's completion of Data Pipe installation and setup
form.
PROPOSED PROJECT SCHEDULE
Deliverable/Task Tarqet Date
Effective Date Date of contract siqnature
Kickoff call Within 7 days of Effective
Date
Client comoletion of information form Within 7 davs of kickoff call
lnstallation of Data Pipe and completion of setup form Within 30 days of Effective
Date *
Payment due Within 30 days of Effective
Date
Service Commencement Date 2 weeks after installation of
Data Pipe and completion of
setup form *
Training Within 14 days of Service
Commencement Date
Annual billing date Each 12-month anniversary of
the Effective Date
Annual payment due date 30 days after annual billing
date
17
Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno ("G|TY")
and PredPol lnc. ("CONSULTANT")
Predictive Policinq
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
The most current version of lnsurance Services Office (lSO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage
for "bodily injury," "property damage" and "personal and advertising injury"
with coverage for premises and operations (including the use of owned
and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations
under the Agreement) with limits of liability not less than those set forth
under "Minimum Limits of lnsurance."
The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance
or use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall
provide coverage for all owned, hired, and non-owned automobiles or
other licensed vehicles (Code 1- Any Auto). lf personal automobile
coverage is used, the CITY, its officers, officials, employees, agents and
volunteers are to be listed as additional insureds.
Workers' Compensation insurance as required by the State of California
and Employer's Liability lnsurance.
Professional Liability (Errors and Omissions) and Cyber Liability (Privacy
and Data breach) insurance appropriate to CONSULTANT'S profession.
MINIMUM LIMITS OF INSURANCE
CONSULTANT, or any party the CONSULTANT subcontracts with, shall maintain limits
of liability of not less than those set forth below. However, insurance limits available to
CITY, its officers, officials, employees, agents and volunteers as additional insureds,
shall be the greater of the minimum limits specified herein or the full limit of any
insurance proceeds available to the named insured:
18
1.
2
3
4.
COMMERCIAL GENERAL LIABILIT\ .
(i) $1,000,000 per occurrence for bodily injury and property damage;(ii) $1,000,000 per occurrence for personal and advertising injury;(iii) $2,000,000 aggregate for products and completed operations; and,(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;(ii) $1,000,000 disease each employee; and,(iii) $1,000,000 disease policy limit.
PROFESSIONAL LIABILITY (Errors and Omissions):
(¡) $1,000,000 per claim/occurrence; and,(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
ln the event CONSULTANT purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of lnsurance," this insurance policy(ies) shall "follow form"
and afford no less coverage than the primary insurance policy(ies). ln addition, such
Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-
contributory basis for the benefit of the CITY, its officers, officials, employees, agents
and volunteers.
DEDUCTIBLES AND SELF.INSURED RETENTIONS
CONSULTANT shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and CONSULTANT shall also be responsible for
payment of any self-insured retentions. Any deductibles or self-insured retentions must
be declared to on the Certificate of lnsurance, and approved by, the CITY'S Risk
l9
1.
2.
3.
4.
5.
Manager or his/her designee. At the option of the CITY'S Risk Manager or his/her
designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects CITY, its officers, officials,
employees, agents and volunteers; or(ii) CONSULTANT shall provide a financial guarantee, satisfactory to
CITY'S Risk Manager or his/her designee, guaranteeing payment
of losses and related investigations, claim administration and
defense expenses. At no time shall CITY be responsible for the
payment of any deductibles or self-insured retentions.
OTHER INSURANGE PROVISIONS/ENDORSEMENTS
are to contain, or be
endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be
covered as additional insureds. CONSULTANT shall establish additional
insured status for the City and for all ongoing and completed operations by
use of ISO Form CG 20 10 1 1 85 or both CG 20 10 10 01 and
CG 20 37 10 01 or by an executed manuscript insurance company
endorsement providing additional insured status as broad as that
contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of
protection afforded to CITY, its officers, officials, employees, agents and
volunteers. Any available insurance proceeds in excess of the specified
minimum limits and coverage shall be available to the Additional lnsured.
3. For any claims relating to this Agreement, CONSULTANT'S insurance
coverage shall be primary insurance with respect to the CITY, its officers,
officials, employees, agents and volunteers. Any insurance or self-
insurance maintained by the CITY, its officers, officials, employees, agents
and volunteers shall be excess of CONSULTANT'S insurance and shall
not contribute with it. CONSULTANT shall establish primary and non-
contributory status by using ISO Form CG 20 O1 04 13 or by an executed
manuscript insurance company endorsement that provides primary and
noncontributory status as broad as that contained in ISO Form CG
20 01 04 13.
20
The Workers' Compensation insurance policv is to contain, or be endorsed to contain,
the following provision: CONSULTANT and its insurer shall waive any right of
subrogation against CITY, its officers, officials, employees, agents and volunteers.
The Cvber Liabilitv insurance shall cover claims involving privacy violations, information
theft, damage to or destruction of electronic information, intentional and/or unintentional
release of private information (including credit monitoring costs), alteration of electronic
information, extortion and network security. Such coverage is required only if any
products andior services related to information technology (including hardware and/or
software) are provided to lnsured and for claims involving any professional services for
which Consultant is engaged with the City for such length of time as necessary to cover
any and all claims
is
written on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by CONSULTANT.
2. lnsurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Agreement work
or termination of the Agreement, whichever occurs first, or, in the
alternative, the policy shall be endorsed to provide not less than a five (5)
year discovery period.
3. lf coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date
of the Agreement or the commencement of work by CONSULTANT,
CONSULTANT must purchase "extended reporting" coverage for a
minimum of five (5) years completion of the Agreement work or
termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for
review.
5. These requirements shall survive expiration or termination of the
Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty
(30) calendar days written notice by certified mail, return receipt requested, has been
given to CITY. CONSULTANT is also responsible for providing written notice to the
CITY under the same terms and conditions. Upon issuance by the insurer, broker, or
agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits,
CONSULTANT shall furnish CITY with a new certificate and applicable endorsements
2t
for such policy(ies). ln the event any policy is due to expire during the work to be
performed for CITY, CONSULTANT shall provide a new certificate, and applicable
endorsements, evidencing renewal of such policy not less than fifteen (15) calendar
days prior to the expiration date of the expiring policy.
Should any of these policies provide that the defense costs are paid within the Limits of
Liability, thereby reducing the available limits by defense costs, then the requirement for
the Limits of Liability of these polices will be twice the above stated limits.
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the CITY'S Risk Manager or his/her designee prior
to CITY'S execution of the Agreement and before work commences. All non-lSO
endorsements amending policy coverage shall be executed by a licensed and
authorized agent or broker. Upon request of CITY, CONSULTANT shall immediately
furnish City with a complete copy of any insurance policy required under this
Agreement, including all endorsements, with said copy certified by the unden¡rriter to be
a true and correct copy of the original policy. This requirement shall survive expiration
or termination of this Agreement.
22
Exhibit C
DISCLOSURE OF CONFLICT OF INTEREST
PredPol Predictive Policinq
YES"NO
1 Are you currently in litigation with the City of Fresno or any of its
agents?
n
2 Do you represent any firm, organization or person who is in
litigation with the City of Fresno?
n
3 Do you currently represent or perform work for any clients who do
business with the City of Fresno?
n
4 Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with the
City of Fresno, or in a business which is in litigation with the City of
Fresno?
n
5 Are you or any of your principals, managers or professionals,
related by blood or marriage to any City of Fresno employee who
has any significant role in the subject matter of this service?n
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
this Project?
n
* lf the answer to any question is yes, please explain in full below.
Exolanation:4KA^^^,l-
sig
I Additional page(s) attached.
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(name)
(company)
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(address)
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(city state zip)
Date
23