17-0514 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.
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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.
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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.
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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
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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
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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.
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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.
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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
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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
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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) 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
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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:
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By: ff �44_< 6j,
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