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AG 20-071 - Benchmark Solutions RETURN TO: Kurt Schwan/PD EXT: 6875 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: PD/PROFESSIONAL STANDARDS ORIGINATING STAFF PERSON: KURT SCHWAN EXT: 6875 3. DATE REQ.BY: ASAP TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT x PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER PROJECT NAME: BENCHMARK ANALYTICS NAME OF CONTRACTOR: BENCHMARK SOLUTIONS LLC DBA ADDRESS: 4619 N RAVENSWOOD AVE,SUITE 203,CHICAGO,IL.60640 TELEPHONE: 312-995-9049 E-MAIL: SUPPORT p BENCHMARKANALTICS.COM FAX: SIGNATURENAME: RONHUBERMAN TITLE: CEO EXHIBITS AND ATTACHMENTS: X SCOPE,WORK OR SERVICES ❑ COMPENSATIONT ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: JUNE 2020 COMPLETION DATE: INDEFINITE(90 DAY NOTICE OF TERMINATION) TOTAL COMPENSATION $15,500/ANNUAL—(SUBSCRIPTION) (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE x PURCHASING: PLEASE CHARGE TO: 001-2200-061-523-60-410 Professional Services—Non Govt 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVGEWED INITIAL/DATE APPROVED ❑ PROJECTMANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (Ir-APPLICABLE) ❑ LAW JRC 3/27/2020 1. COUNCILAPPROVAL(IFAPPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept,support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED ❑ LAW DEPARTMENT ❑ SIGNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK No ❑ ASSIGNED AG# A o Q- (Yi ❑ SIGNED COPY RETURNED DATE SENT: 'OMMENTS: inntu RENCHMARK BENCHMARK ANALYTICS'SOFTWARE AS AS ERVICEAGREEMENT Benchmark Solutions LLC DBA Benchmark Analytics LLC("Benchmark") This Software as a Service Agreement"Agreement"is not valid until accepted and 462g N.Ravenswood Avenue signed by an authorized representative of Benchmark in Chicago,Illinois. Suite 203 07/01/2020 Chicago,IL 6o64o Effective Date:.___.__.____ Client Information Client:Federal Way Police Department Contact:Kurt Schwan Title:Commander Address:333258th Ave S,Federal Way,WA 98003 Telephone:253-835-687S Email:Kurt.Schwan@cityoffederalway.com I. Subscription Fees; Client shall pay Benchmark annual subscription fees("Fees"),inclusive of integrations noted in Section III below,in the amount of s25,5oo for year 2 ofthe Term.Fees are subjectto an annual increase up to 2%in each subsequent year of the Term.Client shall pay Fees foryear i of the Term within 30 days from the effective date set forth above(the"Effective Date')and shall pay Fees for each subsequent year ofthe Term on or before the subsequent anniversary of the Effective Date. II. Service Level Specifications: Other than scheduled downtime,Benchmark strives for a high level of system availability above 9945.("Service Level Specifications").Benchmark will use commercially reasonable efforts to conform to the Service Level Specifications when accessed and used in accordance with this Agreement.If in a calendar month the Service Level Specifications are not met Benchmark, shall credit Client with one month of Fees,to he applied toward the following year's subscription.Benchmark shall be responsible only for failuresto meet the Service Level Specifications due to conrtions that are within Benchmark's reasonable control,In order to obtain a service credit,Client must notify Benchmark in writing of any problem.Client's sole and exclusive remedy and E,encnmark's sole and exclusive obligation with respect to any breach of the Service Level Specifications is the credit set forth in this Article IL III. Additional Terms: 1 Accecsa_ndUse, Benchmark has developed a software application designed for its clients'personnel to enter,manage,track,report and analyzevarious law enforcement- related information and to perform other incidental and subsidiary functions, known as"Benchmark Analytics" (the"Services").Subject to and conditioned on Client's payment of Fees and compliance with all other terms and conditions of this Agreement,Benchmark hereby grants Client a non-exclusive,non transferable rightto access and use the Services indicated below,durn:g the Term,solely for use by Client's administrators,employees and other Client-authorized persons or entities("Users")in accordance with the terms and conditions herein and any additional terms applicable to Users.Such use is limited to Client's internal use.Benchmark shall provide to Client the necessary passwords,security codes and network links or connections to allow Client to access the Services("Access Credentials") ®Benchmark Management System'(BMS) ®Use of Force ®Officer Profile ®Training—❑FTO only ®Activity ®Internal Affairs ®Community Engagement ®Performance Evaluation ®Trigger Based Early Warning ❑First Sign"Early Intervention System(35%of total license fee attributable to First Sign"ifBMS and C.A.R E.are selected) ❑Case Action Response Engine"(C A.R.E.) ❑o Total Ouantity of Integrations: 2, Term. The term of this Agreement begins on the Effective Date and,unless terminated earlier pursuant to this Agreement's express provisions,will continue in effect until three(3)years from the Effective Date(the"Initial Term"),and will automatically renew for up to two(2)additional one(i)year terms(collectively the"Term"), 3 Restrictions. a. Client may only use the Services strictly in accordance with(i)all applicable laws,including without limitation,employment laws and data privacy and security laws,(2) the supporting materials("User Materials")provided by Benchmark,and(3)any other restrictions and requirements set Forth herein,Client agrees thatwhile the Services and the reports generated for Client("Client Reports")may he used by Client in employment-related matters,they are not designed to be,nor shall they be,utilized as the substantial or sole Factor in any employment-related decisions and are only designed to provide information to Client.Benchmark shall not be responsible for Clients' or its Clients'employees'use of the Services or any Client Reports generated by the Service All employment-related decisions of Client,including without limitation the termination or discipline of any employee of Client,and Client's use of the Services,is at the sole discretion and responsibility of Client,and Benchmark shall have no responsibility whatsoever for any such decisions.In no event shall Benchmark be required to monitor or supervise the use of the Services by Client or any authorized users and compliance with the terms of this Agreement by all authorized users shall at all times be and remain the Client's sole responsibility. b. Client shall not use the Services for any purposes beyond the scope of the access granted in this Agreement,Client shall not at anytime,directly or indirectly,permit any Users or any third-party to:(i)copy,modify,or create derivative works of the Services or User Materials,in whole or in part;(ii)rent,lease,lend,sell,license,sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or User Materials; (iii) reverse engineer, disassemble, decompile, decode, adapt,or otherwise attempt to derive or gain access to any software component of the Services,in whole or in part;(iv)remove any proprietary notices from the Services or User Materials,misappropriates,or otherwise violates any intellectual property(IP)right or other right of any person,or that violates any applicable law;or(vi)use the Services or User Materials for the purpose of creating any competing or similar service or software 4- Irijetlettual Pfc e) a. Benchmark acknowledges that,as between Benchmark and Client,Client owns all right,title,and interest,including all intellectual property rights,in and to information, data,and other content,in any form or medium,that is submitted,posted,or otherwise transmitted by or on behalf of Client or a User through the Services("Client Data") Client hereby grants to Benchmark(i)a non-exclusive,royalty-free,worldwide license to reproduce,distribute,and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for Benchmark to provide the Services to Client;and(ii)a non-exclusive,perpetual,irrevocable, royalty-Free,worldwide license to reproduce,distribute,modify,and otherwise use,prepare derivative works from,and display Client Data(a)to evaluate,enhance and improve the Services and future products and services(subject to the confidentiality obligations in Section 8);(b)for Research Purposes;and (c)to the extent incorporated within the Aggregated Statistics."Research Purposes"means the use of Client Data for research,educational,evaluative or related purposes,provided that if such Client Data is disclosed to third-party,it shall not directly identify any individual or agency and shall comply with applicable confidentiality obligations. b. Client acknowledges that,as between Client and Benchmark,Benchmark and its licensors own all right,title,and interest,including all intellectual property rights,in and to the Services,all underlying software for the Services,the User Materials,and any and all intellectual property provided to Client or any User in connection with the foregoing,including,without limitation,Aggregated Statistics and any information,data,or other content derived from Benchmark's monitoring of Client's access to or use of the Services("Benchmark IP") For the avoidance of doubt,Benchmark IP excludes Client Data, 5 AaOrenate Statistics Notwithstanding anything to the contrary in this Agreement,Benchmark may monitor Client's use of the Services and collect and compile data and information related to Client's use of the Services that is used by Benchmark in an aggregate and anonymized manner,including,but not limited to,compilation of statistical and performance information related to the provision and operation of the Services("Aggregated Statistics") As between Benchmark and Client,all right,title,and interest BENCHMARK F. in Aggregated Statistics,and all intellectual property rights therein,belong to and are retained solely by Benchmark.Client acknowledges that Benchmark may compile Aggregated Statistics based or Client Data input into the Services;provided,that such Aggregated Statistics do not identify Client or Client's Confidential Information. 6. 5uaoorLjgmiies.Benchmark shall provide a customer support number for client.The customer support line may be accessed through a toll-free telephone number(i-BBB- 4o-BENCH)or via e-mail(support@a benchrnarkanalytics.com)and will be available Monday through Friday B:ooAM—6:ooPM(CST),excluding all federal holidays.In the event of a system wide outage,the client shall be provided with a 24-hour hotline for immediate response. 7. SYeftbl_iytifyj�. a. Client is responsible and liable for all uses ofthe Services and User Materials resulting from access provided by Client,directly or indirectly,whether such access or use is permitted by or in violation of this Agreement.Without limiting the generality of the foregoing,Client is responsible for all acts and omissions of Users,and any act or omission by a User that would constitute a breach ofthis Agreement if taken by Client will be deemed a breach of this Agreement by Client.Client shall make all Users aware ofthis Agreement's provisions as applicable to such User's use ofthe Services,and shall cause Users to comply with all such provisions, b. Client understands and agrees that(i)Client is responsible for obtaining and installing all software and/or hardware upgrade,fixes,or enhancements required by the applicable browser software;and(ii)that Benchmark is not responsible for any compromise of data transmitted across computer networks or telecommunications facilities,including,but not limited,to the Internet. c. Client shall be responsible for:(1)securely administering the distribution and use of all Access Credentials and protection against any unauthorized access to or use ofthe Services;and(ii)controlling the content and use of Client Data,including the uploading or other provision of Client Data to or through the Services and the accuracy thereof,Client shall immediately notify Benchmark if Client becomes aware of any loss or theft or unauthorized use of any Access Credentials. J, Client shall immediately notify Benchmark if it becomes aware that the Services,or Client's use ofthe Services,violates or potentially violates any applicable laws. e. Client is solely responsible for maintaining the confidentiality of Client's user name(s)and passwords 8 Miguai ob fr]atisrtts. "Confidential Information" means any information that includes the following: (a)for Benchmark, all information relating to its business affairs, products, technology (including, but not limited to, source code, research and/or analytics), confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information;and(b)for Client,the identities of its Users,records of interactions with the Users,and Client Data(including,but not limited to,information regarding Client's employees).Neither party shall disclose any Confidential Information ofthe other party to any person or entity,except to those of Its employees or contractors who require access to it in order for the party to be able to perform its obligations under this Agreement,and who are bound by confidentiality obligations consistent with the terms of this Section, and except to the extent otherwise permitted by the licenses granted in Sections 5 The receiving party shall be responsible and liable for compliance with this Section by its employees and contractors.This Section does not apply to any information that(i)becomes generally publicly available otherthan as a result of improper disclosure by the receiving party;(ii)is independently developed by the receiving party without use ofthe Confidential Information of the disclosing party;(iii)becomes available on a non-confidential basis from a third-party that is not bound by confidentiality;or(iv)is known to the receiving party at the time of disclosure.To the extent required by any applicable law,regulation,or order of any court or governmental body,disclosure of Confidential Information is not a breach of this Agreement;provided,that the party required to disclose it(a)promptly,and prior to such disclosure,notifies the other party so that it can seek a protective order or other remedy,and(b)prior to any disclosure,asserts the confidential nature ofthe Confidential Information. g. Indemnification. Benchmark shall indemnify,defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs(including reasonable attorneys'fees)("Losses")incurred by Client resulting from any third-party claim,suit,action,or proceeding("Third-Party Claim")that the Services,or any use of the Services in accordance with this Agreement,infringes or misappropriates such third-party's valid U.S,patent or copyright,provided that Client promptly notifies Benchmark in writing of the claim,cooperates with Benchmark,and allows Benchmark sole authority to control the defense and settlement of such claim.If such a claim is made or appears possible,Client agrees to permit Benchmark,at Benchmark's sole discretion,to(i)modify or replace the Services,or component or part thereof,to make it non-infringing,or (ii)obtain the right for Client to continue use.This Section will not apply to the extent that the alleged infringement arises from:(1)use of the Services in combination with da-,a,software,or technology not provided by Benchmark or authorized by Benchmark in writing;(ii)modifications to the Services not made by Benchmark;(iii)failure to timely implement any modifications,upgrades,replacements or enhancements made available to Client by or on behalf of Benchmark;or(iv)Client Data or any other Client materials.THIS SECTION SETS FORTH CLIENT'S SOLE REMEDIES AND BENCHMARK'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL,THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE,MISAPPROPRIATE,OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY, to Lilted WarrafltY^Disc{aimernf Warranties. a. Benchmark warrants that the Services will substantially perform according to written functional specifications provided by Benchmark from time to time. b THE SERVICES AND BENCHMARK IP ARE PROVIDED "AS IS" AND BENCHMARK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, BENCHMARK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE,AND NON-INFRINGEMENT,AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,USAGE,OR TRADE PRACTICE.EXCEPT AS STATED IN SECTION g,BENCHMARK MAKES NO WARRANTY OF ANY KIND THATTHE SERVICES AND BENCHMARK IP,OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE,SYSTEM OR OTHER SERVICES,OR BE SECURE,ACCURATE,COMPLETE,FREE OF HARMFUL CODE,OR ERROR 12 :..:-1,11,0 iur.a.f Lmbii . uN NO EVENT WILL BENCHMARK BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,AND OTHERWISE,FOR ANY:(a)CONSEQUENTIAL,INCIDENTAL,INDIRECT, EXEMPLARY,SPECIAL,ENHANCED,OR PUNITIVE DAMAGES;(b)DAMAGES OF ANY NATURE WHATSOVER IN CONNECTION WITH,RELATED TO OR ARISING OUTOF ANY TERMINATION OR DISCIPLINE OF A CLIENT EMPLOYEE,OR ANY CLIENT EMPLOYMENT-RELATED MATTER,(c)INCREASED COSTS,DIMINUTION IN VALUE OR LOST BUSINESS,PRODUCTION,REVENUES,OR PROFITS;(d)LOSS OF GOODWILL OR REPUTATION;(e)USE,INABILITY TO USE,LOSS,INTERRUPTION,DELAY OR RECOVERY OF ANY CLIENT DATA,OR BREACH OF CLIENT DATA OR SYSTEM SECURITY; OR(f)COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BENCHMARK WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BENCHMARK'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CON'T'RACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,AND OTHERWISE EXCEED$250,000. iz. Timms to C+it Clnifns,No action,regardless of form,arising out of or relating to this Agreement may be brought by either party more than two(z)years after the cause of action was d!scovered or should have been discovered. 13. Termination. a In addition to any other express termination right set forth in this Agreement,this Agreement may be terminated as follows:by Benchmark,if Client is in breach of any payment obligation contained in this Agreement and fails to cure such breach within ninety(go)days written notice of such breach by Benchmark;or by either party,if the other party is in material breach of any other provision of this Agreement(other than Client's obligation to pay Fees),by written notice to the other party effective sixty(60)days after the receipt of such notice unless the other party cures such breach within the sixty(60)day.In addition,Benchmark may terminate this Agreement immediately upon notice to Client in the even[Client breaches its obligations under Section 4 above.Upon expiration or earlier termination of this Agreement,(i)Client shall immediately discontinue use of the Benchmark IF and,without limiting Client's obligations under Section 8,Client shall delete,destroy,or return all copies of the Benchmark IP;and(ii)Benchmark may immediately deactivate Client's account,and,after providing Client with ninety(go)days limited access to the Services for the ;,:•.Ie p_rp::;e r]`T.enrf;,nq.'_i�7r::to ret+,O rc C.Lrnt;lath,de4-te(hunt's a:•:Duni ariC test any furtho access to such rnfornimionand;be 4er•.VtcS C!+ont un de+stands in a4iicy that i:a (I'mal k is rip;iia;;It;o l6ent,rn L;w,L.ar any t!.,rd,party for Irry of flier t':acte55 io tin:5c.rvice5or deletirm cd Clitrit Da,,a or ar.y other d,rla of any kind. TNScctinnj3, Ind Sect-ons 1,r„S,8,g,:n,11,iz,s;and 1.5 through x3 of Ai itle III will SV+Nice any terrtrrnatron or expiration of ShisAgreemunt i4 {?Ukrlir,4i}cl.ossrFe i.lic^t titan; [❑E++•+thrna:k Ihu right to pubtrtty disclose the fact.that Client is using the Servicesof Benchmark.. BENCHMARK 15 SoMrabifity. Each paragraph and provision Dfthis Agreement is severable from the entire Agreement,and,if one provision is declared invalid,the remaining provisions shall remain in effect and the invalid provision shall be reformed and amended to the extent needed to be valid. 16. Forte Majeure, In no event shall Benchmark be liable to Client,or be deemed to have breached this Agreement,for any failure or delay in performing its obligations under this Agreement,if and to the extent such failure or delay is caused by any circumstances beyond Benchmark's reasonable control,including but not limited to acts of God, flood,fire,earthquake,explosion,war,terrorism,invasion,riot or other civil unrest,strikes,labor stoppages or slowdowns or other industrial disturbances,or passage of law or any action taken by a governmental-or public authority,including imposing an embargo. 17. Taxes. Fees do not include any local or state sales,value added,use or other applicable excise taxes now in force or enacted in the future,any assessment of which shall be paid by Client.Without limiting the foregoing,Client shall promptly pay to Benchmark any amounts actually paid or required to be collected or paid by Benchmark pursuant to any statute,ordinance,rule or regulation of any legally constituted taxing authority. IB. Entire AgEeernerftm Amendment: Waiver. This Agreement supersedes all prior agreements and understandings between Client and Benchmark, including any representations,expressed or implied.Client acknowledges that this Agreement may not be changed or terminated orally.No change,termination or attempted waiver of any of the provisions of this Agreement shall be binding unless in writing and signed by an authorized representative of the party against who the same is sought to be enforced.The parties,each acting under proper authority,have signed this Agreement on the date indicated below.Except as otherwise set forth in this Agreement,(1)no failure to exercise,or delay in exercising,any rights,remedy,power,or privilege arising from this Agreement will operate or be construed as a waiver thereof and(ii)no single or partial exercise of any right,remedy,power,or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right,remedy,power,or privilege. ig. Notices. Any notices required or permitted under this Agreement shall be in writing and shall be effective when delivered in person or sent by registered or certified mail, return receipt requested,with proper postage affixed,or by personal courierto the address set forth in this Agreement or any more recent address to which the sending party has been apprised. 20. Relatianshio of the Parties. Benchmark and Client are independent contractors.Neither party shall make any contracts,warranties,representations,or assume or create any other obligations,whether express or implied,in the other party's name or on its behalf. zi. Assignment. Neither party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party;provided that Benchmark shall have the right to assign its rights and obligations hereunder to its parent,subsidiary,or affiliate or a successor(including any successor through merger, consolidation or any other form of acquisition resulting in a change of control of Benchmark)upon notice to Client,Any purported assignment of rights in violation of this Section is null and void. 22. Third-party Third-partyBeneficfade5.This Agreement does not and is not intended to confer any rights or remedies upon any person or entities other than Benchmark and Client. BY SIGNING BELOW,EACH PARTY CERTIFIES THAT IT HAS READ AND AGREES WITH AND SHALL BE BOUND BY THE TERMS HEREOF. Client:CITY OF FEDERAL WAY Benchmark Solutions LLC DBA Benchmark Analytics LLC Signature: A--jg z7f Signature: Name: Andy J.Hwang Name: Ron Huberman Title: ChiefoffPolice Title: CEO 5-13-2020 Date: _. -,J.,/�-_"'�_ G Date: