HomeMy WebLinkAboutResolution 2014-0014TITLE :
CITY OF WHEAT RIDGE, COLORADO
RESOLUTION NO. 14
Series of 2014
A RESOL UTION APPROVING A COLLABORATIVE DATA SHARING
TRIAL AGREEMEN T BETWEEN THE NUMERICA CORPORATION
AND THE CITIES OF ARVADA AND WHEAT RIDGE, COLORADO
WHEREAS , the City of Wheat Ridge, Colorado (the "City), acting through its City
Council ("Council"), is a home rule municipality with statutory and constitutional authority
to enact ordinances and enter into agreements for protection of the public health , safety
and welfare ; and
WHEREAS , the Wheat R idge Police Department desires to p lay an active ro le in
the development of a sophisticated crime analysis software system , known as L umen ,
being developed by the Numerica Corporation ; and
WHEREAS , the Lumen software system is a sop histicated analytics computing
platform bei n g developed for use by Colorado l aw enforcement agencies in the
investigation and analysis of criminal activity; and
WHEREAS , the N umerica Corporation has proposed a collaborative data sharing
ag reement concernin g Lumen between the W h eat Rid ge Police Department and the
Arvada Police Departme nt ; and
WHEREAS , the Council finds that it is desirable to enter into the proposed
agreement to permit the Wheat Ridge Police Department 's contin ued participation in the
development of a new tool in the investigation and analysis of crimi na l activity.
NOW, THEREFORE , BE IT RESOLVED by the City Council of the City of Wheat Ridge ,
as follows :
Section 1. The attached N umerica Corporation Collaborative Lumen Trial
Agreement between the City and the Numerica Corporation and the cities of Arvada and
Wheat Ridge is hereby approved. The Mayor and City Clerk are authorized to execute
the same.
Section 2. This Resolution shall be effective immediately.
DONE AND RESOLVED this 101h day of F~bruary , 2014.
I
ATTEST:
_ c,.t • r 1.\ A 41 t I,. ~
nurn e r ico
NUMERJCA CORPORATION
DATA SHARJNG AGREEMENT
This Numerics Corporation Collaborative Lumen Trial Agreement (the "Agreement") is entered into th1s _ day of January,
2014 (the "Effective Date"), between Numerics Corporation (''Numerica'1, a Colorado corporation, and the Colorado Cities of
Arvada and Wheat Ridge (the ''Cities") (each a ''Pany," and collecuvely, with Numerica, the "Partjes").
I . BACKGROUND. Exclusively at private expt:nse, Numerics has developed and maintains the Lumen software system
("Lumen"), a sophisticated internet cloud-based analytics computing platform for use by Colorado Jaw cnforcemen1
agenc1es in the investigation and analysis of criminaJ activity Lumen collects Law Enfol'(;ement Data (as defined
below) from disparate data streams, and then filters and analyzes the resulting information in ways that result in a more
useful work product than could be achieved by analyzing the data manually or in its separate states. Each of the Cities
has entered into separate no-cost Trial Agreements (as defined below) with Numerics, under which Numerics has
provided each City With access to that panicular City's Law Enfol'(;ement Data through the Lumen platform.
2 . PURPOSE. Lumen is ultimately intended to provide law enforcement agencies across Colorado and the nation with
access to Law Enforcement Data maintained by other jurisdictions in order to provide a more complete rendering of
relevant data and to support analytics based on events that are not always bound by jurisdictional limits. Under the
current Trial Agreements, however, no City bas access to Law Enforcement Data maintained by other Cities, and
Numerics is not authorized to grant access to such data to any third panics. This multi-party Agreement pennits
Numerica to share the Law Enforcement Data of the Cities among each other under the terms of the existing Trial
Agreements and grants the Cities access to all other Cities' Law Enforcement Data through Lumen. The Cities will
thereby obta.in access to a significantly larger pool of Law Enforcement Data solely for use in the investigation and
prosecution of criminal a.ctivity, and Numerics will use this new "mixed" data stream tO -exclusively at private
expense -continue testing and refinement of Lumen. The Cities will continue to uolize Lumen on a oia1 basis under
the pre-existing terms of the Trial Agreements that are not altered by this Agreement, and the Cities agree to provide
feedback regarding Lumen's funcuonality. In accordance with this Purpose, this Agreement governs the Part1es' rights
and obligations concerning Numerics's provision of-and the Parties' access to and use of -Law Enforcement Data
through Lumen.
3 . DEFINITIONS. For purposes of this Agreement, the following terms arc defined as follows :
(a) "CJIS Security Policy" means the Federal Bureau of Investigation Criminal Justice Information Services
Security Policy, v.5.2 (CJlSD-ITS-DOC-08140-5.2) dated August 9, 2013, as may be from ume to time
amended.
(b) "CriminaJ Justice Information" shall be defined as set forth in the CJIS Security Policy.
(c) ''Criminal Justice Records" shaJI be defined as set forth in C.R.S . § 24·72-302(4), as may be amended from
time to time. All Law Enforcement Data transmitted between the Panics pursuant to this Agreement
constitutes Criminal Justice Records
(d) "Law Enforcement Data" includes, but is not necessarily limited to, Criminal Justice Information; Criminal
Justice Records; calls for service information ; incident data (including original narrative reports); arrest data;
and Personally Identifiable Information.
(e) "Lumen" means the collective hardware, software, and applications maintained or installed by Numerics and
used by the City to access, review, and SC81'(;h Law Enforcement Data provided under this Agreement.
(f) "Personally Identifiable Information" shall be defined as set forth in the CJIS Secunty Policy.
(g) "Trial Agreements" means the current agreements between Numerica and the Cities regardjng the Cities' use
of and access to Lumen: Collectively (I) the agreement "Concerning A Collaborative Effort to Analyze
Crime lnfonnation" between Numerica and Arvada, dated April 10, 2012; and (2) the ''Collaborative Lumen
TriaJ Agreement" between Numerics and Wheat Ridge., dated July 22, 2013.
4 TERM. This Agreement shall take effect on the Effective Date and shall remain in effect until terminated pursuant to
Paragraph I 0. Notwithstandmg the foregoing, the expiration of the Term will not supersede the rights and obligations
of the Panics under Paragraph 6 , 12, and 13 .
Pa~ t of 5
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S AGR EEMENT TO S HARE LAW ENFORCEM ENT DATA. Each City hereby authorizes Numerica to provide
other Cities party to th1s AgTeement with access to the City's Law Enforcement Data currently shared with Numcrica .
Such data may be used in conformance with applicable state and federal laws . Each Pany reserves the nght to except
any La" Enforcement Data !Tom Lumen . Funher, each Pany reserves the right to except any Law Enforcement Data
provided by tt under tts rcspecttvc Trial AgTeement from the data sharing provisions of this Section 5 by designating
such data as restricted in Lumen (instructions to do so will be provided by Numerica). Nothing in th1s Section shall be
construed to abrogate or otherwise affect the abiltty of any Pany to control the Law Enforcement Data that is submitttd
by n to Numenca for use on Lumen as an mitial mauer under its respective Trial AgrcemenL
6 TERM S O F USE O F S HARE D DAT A. The Parties expressly recognize that cenain Law Enforcement Data
provided by the Parttes pursuant to this Agreement is confidential and sensitive. The Parties also agree that security of
the Law Enforcement Data is a paramount concern of the Panics and ts necessary in order to comply with applicable
law and to protect the public 's welfare and safety. Accordingly, the PaniC$ shall mamutin admintstrattve, phystcal, and
techmcal safeguards for protection o f the security, confidential tty and mtegrity of the City's Law Enforcement Data
linked to Lumen, as specified below.
(a) Numerica wtll only provide Law Enforcement Data shared under this Agreement pursuant to the terms of the
Trial AgTecments with the respective Cities. and th1s AgTeement does not provide the Cittes wtth any
guarantee of access to any Law Enforcement Data beyond that provided for under the Trial Agreements The
Panies recognize that any use of Lumen and access to shared Law Enforcement Data under this Agreement in
no way im pinges the rights or obligations of the Panics under the Trial Agreements (including, by way of
example but without hm1tatton , hcensc and usage restrictions, confidentiality provisions, limitations on
warranues and liabiltty, and indemnification prov1sions), wh1ch are not amended by th1s Agreement and shall
control Numerica's distribution of all Law Enforcement Dat.a under this AgTecment, except to the extent this
Agreement is patently mconsistcnt with the Trial Agreements, in which case the terms of this Agreement
shall control. Accordingly, the Parties agTee that this AgTOOmcnt should be read together with the relevant
Trial Agreement as it pertains to Numerica 's provtston of Law Enforcement Data via Lumen to a parttcular
City and the City's access to and use of such data
(b) The Panics mutually agree that they will treat all Cnminal Justice Records shared under thi s Agreement m
soict conformance with the provis1ons of the Colorado Criminal Justice Records Act port10n of the Colorado
Open Records Act ("CORA"), except that Numenca 1s in no way deemed to be a custodian of crimmal
;usnce tnformation or records for purposes of releasing under CORA any cnmmal justice records to whtch
Numerica has ace~ under this Agreement.
(c) Notwithstanding any other proviston tn thjs Agreement, 1fthere occurs any change oflaw involving the
transmiSSIOn, transcnption, and/or use ofCrimmal Justice lnfonnauon, Crimmal Justice Records. or
Personally Identifying Information, that results in a material effect on the legitimate expectauons of any Pany
at the time such Pany entered into this Agreement, all Parties agree to cooperate in making reasonable
rcvtstons to this AgTeement to the mimmum degree necessary in order to enable this Agreement, as revised,
to fulfill to the maximum extent the legitimate expectations of all Parties.
7. NO-COST AGR EEM ENT. Monetary compensation for or by any Pany ts neither contemplated nor demanded.
Accordingly, no monetary compensation shall be paid by any Party to any other pany for any sharing of Law
Enforcement Data or provision of access thereto through Lumen However, the Panics agTee that they have entered
mto this Agreement for other valuable consJdcrauon, the recetpt and suffictency of wh1ch ts hereby acknowledged
8 NO O UTSIDE B ENEFIC IARIES. Thts Agreement is made solely for the benefit of the Panics, and the Parties
expressly agree that nothing m this AgTeement is intended, nor will be deemed. to confer rights or remedies upon any
person or legal enuty not a pany to this Agreement.
9 . APPL IC ABLE LAW. All questions concerning the construction, validity, enforcement and interpretation of this
AgTeement shall be governed by and construed and enforced in accordance with the internal Jaws of the State of
Colorado, without regard to the principles of conflicts of law thereof Venue for any action arising under this
Agreement shall be in the appropriate coun for Jefferson County, Colorado
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(..-(.J r •• '• f It A : t () N nurnerico
I 0 TERMINATION. This Agreement may be terminated (I) immediately, upon the murual agreement (in writing) of all
Panics; (2) as to a part1cular Party, upon wrinen nonce by that Party; or (3) immediately by Numerics, as to a panicular
Party, upon Numerics's reasonable dete:nnination and written notice to that Party that the Party has materially violated
any tenn(s) of this Agreement.
II . NOTICE.
(a) Any and all notices required under this Agreement shall be in writing and shall be: (1) delivered per.;onally;
(ii) mailed, postage prepaid, certified mail , rerum receipt requested; (iii) delivered via a nationally recogmzed
overnight courier service; or (iv) dchvered VJa facsimile transmission with regular ma1l to follow , addressed
to the Pany as set forth below.
For The Cjtv of Arvada:
Attn: Don Wick, Chief of Police
Address: 81 0 I Ralston Road
P .O . Box 8101
Arvada, CO 8000 1-81 0 I
Phone. 720.898.6665
Facsimile: 720-898-6667
For The Cuy of Wheat Ridge:
Attn : Division Chief Joe Cassa
Address : 7500 West 29th Avenue
Wheat Ridge, CO 80033
Phone: 303.235 .2933
Facsimile: 303.235.2933
for Numerica Corporation
Attn: JeffPoore
Address: 4850 Hahns Peak Drive, Suite 200
Loveland, CO 80538
Phone: 970-612-2311
Facsimile: 970-461-2004
(b) All n o tices personally delivered shall be deemed g1ven as of the date of personal delivery. All notices mailed
shall be deemed delivered as of two business dayl> after the date posunarked All nouces deemed delivered
by o vern1ght couner, shall be deemed delivered as of one business day after date deposited with such service.
All notJces sent VJ B facSlmJle shall be deemed dehvered as of the date that the transmission is sent 1111u
confirmed as rccc:Jved .
12 . LIMITATION OF LIABILITY.
(a) NUMERJCA SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR
OTHER INDIRECT DAMAGES (INCLUDING WITHOUT liMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS , OR BUSINESS INFORMATION , OR FOR BUSINESS INTERRUPTION,
PERSONAL INJURY OR ANY OTHER LOSSES UNDE R ANY LEGAL THEORY INCLUDING
CONTRACT, TORT AND/OR STRICf PRODUCT LIAB ILITY ) ARJSfNG FROM , OR RELATING TO,
THIS AGREEMENT, AND ANY AITACHMENT, OR ANY CITY 'S USE OR INAB ILITY TO USE OR
ACCESS SHARED LAW ENFORCEMENT DATA ON LUMEN, EVEN IF NUMERJCA HAS BEEN
ADVISED OF THE POSSIBIUTY OF ANY SUCH DAMAGES OR LOSSES .
(b) NUMERJCA WILL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE IN PERFORMANCE
FROM ANY CAUSE INCLUDING, BUT NOT LIMITED TO, LIABILITY OR DAMAGES ARJSING
FROM TECHNICAL FAILURE OR DATA CORRUPTION . IN NO EVENT WllL NUMERICA BE
RESPONSIBLE FOR ANY DAMAGES ARJSING OUT ERRONEOUS , INCOMPLETE, OR
ALLEGEDLY MISLEADING DATA ACCESSED THROUGH LUMEN, OR ANY NEGLIGENCE OR
RECKLESSNESS IN THE COM PILATIO N OR TRANSMISSION OF DATA BY OTHERS THROUGH
THE LUMEN SYSTEM .
13 GENERAL PROVISIONS.
(a) This Agreement is the complete and exclusiVe statement of the agreements between the Parties, and, unless
otherwise noted in this Agreement, this Agreement super.;edes all prior proposals and understandings, oral
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nurner1C0
and written. relaung to the subject matter hereof, except for lhc Tnal Agreements referenced above.
Descriptive headings in this Agreement are for convenience only and shall not contrOl or affect the meanmg
or construction of an) provisions of this Agreement The wal\ er of any Party hereto of a breach or default of
any of the prOVISIOns of th1s Agreement by another Party shall not be construed as a waiVer of any succeedmg
breach of the same or other provisiOns of th1s Agreemen t, nor shall any delay or omission on the pan of an}
Party hereto to exercise or avail hself of any nght. power, or privilege that it has or may have hereunder,
operate as a waiver of any such right, power, or pnvilege by such Party. If any of the provisions of this
Agreement arc he ld for any reason to be invalid , illegal, or unenforceable, the enforceability of the remaining
provisions shal l no t be impai red thereby.
(b) In the event of a conflict between the tcnns of th1s Agreement , and any of the Tnal Agreements, the Tcnns of
the Tnal Agreement controls as to the relationship between Numerica and that Party
(c) The law enforcement panics retain all prot~tions under the Colorado Governmen tal Immunity Act.
(d) Each party has designated Data Flow Manager which is responsible for the day to day management of th1 s
agreement . The Data Flow Managers shall be as follows :
l-or the City of Arvada . Lynn Johnson (720-898-6650)
For the C1ty of Wheat Ridge . Joe Cassa (, . s :f.Lp whc'!Ul•\t:• .,._o ' , 303-235-2933)
For Numerica · Nick Coull (r id,.wuhfclrUJIIlt'IH n u~ 970-612-2352)
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