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HomeMy WebLinkAbout17-0514 PredPol Subscription0 PREDPOL' PredPol Predictive Policing SaaS Subscription Agreement This Subscription Agreement ( "Agreement ") is hereby made and entered into this day of 2017, which shall be effective as of July 15, 2017 (the "Effective Date "), by and between PredPol, Inc., a California corporation, P.O. Box 2870, Santa Cruz, CA 95063 -2870 ( "PredPol ") and the City of Elgin, Illinois, a municipal corporation, with offices at 150 Dexter Court, Elgin, Illinois 60120 ( "Client "). This Agreement governs the Client's access to and use of the Services as they are defined herein. This Agreement replaces and supersedes a previous Subscription Agreement between the parties hereto, effective December 13, 2012 that expired on July 14, 2016 but was effectively extended via payment of an invoice for the period of July 15, 2016 through July 14, 2017. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 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 Service. 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) "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. E) "Confidential Information" means information disclosed by a party to the other parry 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; (d) was rightfully given to the recipient by another party; or (e) is disseminated pursuant to the requirements of law, including but not limited to the Illinois Freedom of Information Act (5 ILCS 140/7, et seq.). F) "Client Data" means data, including crime data, provided, generated, transmitted or displayed via the Services by Client or End Users. UPREDPOL` G) "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. H) "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. I) "End Users" means the individuals Client permits to use the Services. J) "End User Account" means a PredPol- hosted account established by Client through the Services for an End User. K) "Fees" means the amounts invoiced to Client by PredPol for the Services as described in the Statement of Work. L) "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. M) "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. N) "Services" means the applicable PredPol product or service, as described in this Agreement or the Statement of Work. O) "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. P) "Services Term" means the applicable Contract Term (see Section 3.A) and all renewal terms for the applicable Services as set out in the Statement of Work. Q) "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. R) "Subscription Terms" means the order document reflecting the financial terms of the subscription, including: (i) the Services; (ii) Fees; and (iii) Contract Term. S) "Suspend" means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services. OPREDPOL` 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, attached hereto and made a part hereof. B) Fees and Payment Terms. Fees due for the services described herein are outlined in Exhibit A. Fees for orders for which PredPol issues an invoice shall be due upon Client's receipt of the invoice and shall be considered delinquent thirty days after the date of Client's receipt 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 Service term of this Agreement without the written consent of both Parties. D) Delinquent Payments. Delinquent payments shall bear interest at the rate of .5% per month from the date of delinquency until paid in full. 3. Term and Termination. A) Term. This Agreement shall be effective on the Effective Date and continue for one (1) year and expire on July 14, 2018 ( "Contract Term "). This Agreement shall then be renewed for additional terms of one (1) year each unless either Party provides the other Party with written notice of its intent not 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. A. . 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, 6.17, 6.G, 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 may make commercially reasonable changes to the Services. If PredPol materially changes the Services, PredPol shall inform Client in writing. E) Retention. PredPol will have no obligation to retain archived Client Data. UPREDPOL' 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 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 or regulation ; 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. Client hereby agrees to indemnify and hold harmless PredPol from any Third -Party claim arising from or otherwise related to Client's breach of any of the representations and warranties in this Section 5. 6. Additional Client Obligations. A) Client shall (i) continue to provide access to the Internet at Client's own expense from a provider selected by Client so that Client can continue to 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. B) Client shall continue to provide access for the Data Pipe to the Client's server which houses applicable crime data. Client shall ensure their server is running at all times UPREDPOL' 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. 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 li QPREDPOL` 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 (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 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 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. 7 ® PREDPOU 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 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, (iii) is independently developed by a Party without using any Confidential Information of the other Party, or (iv) is disseminated pursuant to the requirements of law, including but not limited to the Illinois Freedom of Information Act (5 ILCS 140/7, et seq.). 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. 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. 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. 0 PREDPOL' 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. 11. Indemnification. A) By Client. Client will indemnify, defend, and hold harmless PredPol from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a Third -Party claim: (i) regarding Client Data; or (ii) regarding Client's use of the Services in violation of this Agreement or applicable law. B) By PrePol. PredPol will indemnify, 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. C) 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 UPREDPOU 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 COMPENSATORY OR DIRECT DAMAGES DO NOT SATISFY A REMEDY. B) Limitation on Amount of Liability. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, NEITHER PREDPOL NOR CLIENT SHALL 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: Kaitlyn Garnett, Customer Success Manager PredPol, Inc. P.O. Box 2870 Santa Cruz, CA 95063 Point of Contact, Client: Deputy Chief Bill Wolf Elgin Police Department 151 Douglas Avenue Elgin, IL 60120 IU UPREDPOU 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. G) No Agency. The Parties are independent contractors, and this Agreement does not create an agency, partnership orjoint venture. H) Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief. I) Governing Law. This Agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this Agreement shall be in the Circuit Court of Kane County, Illinois, without jury. The Parties explicitly agree that no other laws, treaties or regulations shall control this Agreement. PredPol hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and PredPol agrees that service by first class U.S. mail to the entity and address provided for herein shall constitute effective service 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. L) Interpretation of Conflicting Terms. If there is a conflict between the documents that make tip this Agreement, the documents will control in the following order: the Agreement, the terms located at any URL, then the Subscription Terms set forth in any separate quote prepared by PredPol. If Client signs a physical Agreement with UPREDPOU 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. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same Agreement. For the purposes of executing this Agreement, any signed copy of this Agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e- mailed copy of this Agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this Agreement shall be re- executed by the parties in an original form. No party to this Agreement shall raise the use of fax machine or e-mail as a defense to this Agreement and shall forever waive such defense. 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. If 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. PredPol nc.: Cien By: By: OK Name: Brian MacDonald Name: Richard G. Kozal Title: CEO Title: City Manager Date: 14 May 2017 Date: / FdLcgal Dcp1 \Agrcancn1\PredPo1 Agr -clean 4- 12- 17.docx 12 Attest: // By: ff �44_< 6j, 1 W" Kimberly Dewis, City ql, rkk