2022/08/17 Peregrine Technologies
Proposal Presented to the Menifee Police Department
Peregrine Technologies, Inc.
May 12th, 2022
Executive Summary ........................................................................................................................................................ 1
Providing Value for the Menifee Police Department.................................................................................................. 1
Our Software .............................................................................................................................................................. 2
Peregrine for the Menifee Police Department ............................................................................................................... 3
Our Background ......................................................................................................................................................... 3
The Peregrine Platform .............................................................................................................................................. 3
The Peregrine Delivery & Implementation Program .................................................................................................. 4
Project Cost ................................................................................................................................................................ 6
The Peregrine Delivery & Implementation Program .................................................................................................. 8
Project Cost ................................................................................................................................................................ 9
Appendix A: Select Data Analysis Tools ........................................................................................................................ 10
Appendix B: Privacy, Civil Liberties & Security.............................................................................................................. 11
Granular Data Security, Access, and Usage Controls ................................................................................................ 11
Auditability and Logging of User Actions .................................................................................................................. 11
Continuous Security and CJIS Compliance ................................................................................................................ 11
Appendix C: Qualifications ........................................................................................................................................... 12
Appendix D: Peregrine Software License Agreement Terms and Conditions ............................................................... 13
Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this document.
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Executive Summary
The Menifee Police Department (MPD) is seeking cutting-edge technology solutions to enhance decision making and
operations by harnessing the power of its existing data assets. Peregrine Technologies, Inc. ("Peregrine") is pleased
to provide the following proposal to the MPD to help meet this goal through our Peregrine software platform (“the
Peregrine platform,” “the platform”). Through outcome-driven use cases, the Peregrine platform can help the MPD
improve decision making and operations, realize efficiency gains, and enable cross-agency sharing.
Peregrine provides a software platform that will enable the MPD to make faster, more precise, and more informed
decisions using this data. To enable rapid deployment and value, Peregrine proposes a two-phased approach to the
MPD.
Phase 1: Data Search and Analysis – In Phase 1, the Peregrine implementation team will configure the Peregrine
platform to deliver high-value use cases for investigations, analysis and reporting, and situational and operational
awareness.
• Scope: As part of Phase 1, Peregrine will integrate MPD’s computer-aided-dispatch (CAD) data, record
management system (RMS) data, Riverside County Sheriff's Department Data Warehouse information (pending
approval), Flock automated license plate readers (ALPR) cameras, and Axon/evidence.com data; set up and
configure the Peregrine platform (including the platform’s full suite of data search, analysis, visualization,
reporting, and sharing capabilities); provide user training and support services; and enable cross-agency data
sharing (through a signed Memorandum of Understanding [MOU] between the agencies).
• Cost: The proposed cost for Phase 1 is $100,000 per year for five years, totaling $500,000. Phase 1 can
commence immediately once a contract is signed with data integrated in less than one (1) month and users
trained and on the platform in less than two (2) months.
Please see pages 8 and 9 for detailed implementation and pricing information.
Phase 2: Full Integration and Real-time Operations – In Phase 2, the Peregrine implementation team will configure
the Peregrine platform to: provide access to video footage from MPD camera systems and enable real-time crime
center type operations at the MPD. Please note that purchase of Phase 1 use cases does not obligate MPD to
purchase Phase 2 use cases.
• Scope: Phase 2 will need to be further scoped to ensure MPD’s needs are met and could potentially include the
Peregrine mobile application.
• Cost: Upon further scoping, Peregrine will provide a quote for use cases associated with Phase 2.
Providing Value for the Menifee Police Department
In Phase 1, Peregrine's platform will accelerate the MPD's progress against strategic priorities, including enhancing
investigations to rapidly advance and solve cases; quickly and accurately develop actionable analysis and reports;
and furthering the department’s ability to maintain full situational and operational awareness.
• Investigations: Within the Peregrine platform, MPD staff will be able to quickly search for data across systems
(including those from partner agencies through an MOU) to quickly surface all information relevant to a case.
Using the platform’s user-friendly analysis tools, detectives can quickly identify relationships between people
and cases, revealing connections previously hidden across data systems. With all relevant data at their fingertips
and user-friendly tools at their disposal, investigators will be able to solve cases more quickly and reach
conclusions with greater confidence.
• Analysis and reporting: Using the Peregrine platform, MPD staff will have one system to power their workflows.
Rather than signing on to multiple systems—switching between CAD, RMS, Flock cameras, etc.—they sign into
one system for all the data they need. With an MOU in place, analysts can also search partner data seamlessly.
The platform’s intuitive point-and-click tools makes it easy to visualize data (e.g., on an interactive geospatial
map or through a configurable timeline), surface hidden crime trends, and report on those trends.
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• Situational and operational awareness: The Peregrine platform will ensure all personnel across the MPD have
the information they need to work more effectively and efficiently by maintaining situational awareness. When
officers start their shift, they can use the Peregrine platform to quickly get up to speed on what happened since
their last shift. Personnel from across the department can set up notifications so they’re made aware of relevant
cases at an appropriate cadence (e.g., immediately, daily, weekly, etc.) and through the appropriate medium
(e.g., SMS, email).
By deploying the Peregrine platform against the above use cases—and use cases part of Phase 2—MPD can:
• Realize efficiency gains: The time of MPD analysts, detectives, and other personnel is incredibly scarce; MPD’s
technology partners must provide capabilities that free MPD personnel from unnecessary tasks and allow them
to focus on applying their skills in expertise in, for example, investigation, analysis, problem solving, and decision
making. Peregrine's platform streamlines and automates the process of getting the right data into the hands of
those who need it. This means MPD personnel spend less time manually integrating and wrestling with disparate
data and spend more time solving cases, developing insights, surfacing trends, and improving operations.
• Promote cross-agency sharing: With MOUs between MPD and its partner agencies, the Peregrine platform
enables seamless data sharing in a high secure and collaborative environment. Crime is not bound to a
jurisdiction; the Peregrine platform ensures data isn’t, either. As a cross-agency data sharing solution, the
Peregrine platform allows analysts, detectives, and other personnel to share data in a way that helps all agencies
better serve their communities.
• Deliver transparency: The MPD holds itself to demanding ethical standards to build and maintain trust with the
Menifee community. Peregrine’s platform can help strengthen and bring data-backed rigor to internal review
and accountability strategies and enable secure, transparent collaboration and communication between the
MPD, city manager, other law enforcement partners, and the community. The Peregrine platform is fully CJIS
compliant and supports the highest standards for privacy and civil liberties (PCL).
Our Software
Peregrine provides a secure, interoperable, CJIS-compliant software platform that empowers organizations to make
faster, more precise, and more informed decisions in real time. Our platform integrates and transforms data of any
type, from any source, at any scale to make it immediately useful to users of any level of technical background.
Peregrine does not bring to nor create any new data for its customers—our platform integrates existing data and
then makes it available to end users within a single platform.
The platform provides intuitive user interfaces that enable personnel to efficiently leverage data across a variety of
use cases, including:
• agency-wide search and information retrieval
• operational and situational awareness
• alerting and notifications
• multiple types of analysis, including geospatial, temporal, and link chart
• investigations
• executive reporting, dashboarding, and requests for information
• secure collaboration within and across departments
• transparency and community engagement
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Peregrine for the Menifee Police Department
Our Background
Peregrine was founded in 2017 with the goal of empowering organizations like the MPD to make data-driven
decisions in real time. The Peregrine team has decades of experience building enterprise software alongside
government and non-government entities. We are based in San Francisco, California and have partnered closely with
several Bay Area police departments to bring cutting-edge technologies to vital public servants while recognizing
and respecting the critical security, privacy, and transparency principles that communities demand from government
agencies.
Our professional support team has extensive experience working directly with officers, analysts, investigators,
administrative personnel, executive staff, and senior leaders.
The Peregrine Platform
To deliver on the above use cases, Peregrine proposes deployment of the Peregrine platform, a web-based, CJIS-
compliant software-as-a-service (SaaS) that provides a single point of access to integrate, discover, view, and analyze
data from customer-defined data sources. We designed the Peregrine platform with police departments in mind,
making it uniquely suited to the needs of the MPD. The platform performs several critical functions including data
integration, search and information retrieval, advanced analytics, data management, reporting, data exchange and
sharing, access control, audit logging, and security.
The Peregrine platform creates an extremely efficient method for turning large amounts of raw data into actionable
information. Peregrine does not bring to nor create any new data for its customers—our platform integrates existing
data and makes it available to end users in a decision-ready state.
DATA INTEGRATION & MODELING
The MPD has volumes of valuable data, but that value cannot be unlocked because data is scattered across separate
systems, siloed in ways that prevent it from being understood and analyzed together. The Peregrine platform is built
to rapidly integrate, clean, transform, and model large amounts of raw data from disparate systems and continuously
illuminate actionable information while reducing manual processing needs.
Peregrine Unlocks Data Sources by Integrating Them into a Single, Secure Platform
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The platform securely integrates data in near-real time to ensure that
users have the most current and reliable information when and where
they need it. As data flows into the platform, granular security controls,
retention policies, and changes from underlying systems are continuously
monitored and applied.
As soon as data enters the platform, it is mapped to an agency-specific
data model that is molded to the unique operations of the MPD. This data
model provides a dynamic representation of all data – entities, locations,
events, and the links between them. Harmonizing multi-source data into
one data model allows users to smoothly analyze data without requiring
a technical understanding of the underlying source systems themselves.
The data model is a dynamic layer of the Peregrine platform, one that can
evolve and adapt in response to changes in the MPD’s underlying data
systems. Most often we find that an agency’s data needs are fundamentally dynamic, but the systems that hold the
data are static; Peregrine’s data model responds dynamically to changes so that the MPD can power its operations
through the Peregrine platform even as its technology infrastructure and operational needs evolve.
SEARCH & INFORMATION RETRIEVAL
Once data is integrated into the Peregrine platform, it is immediately
accessible through front-end applications. Users can easily search for
data and filter based on criteria relevant for their investigations, analysis,
or other workflow. The Peregrine platform is intuitive to use, allowing
users with a wide range of skillsets and at a variety of technical levels to
surface information that is relevant to them and streamline their unique
search workflows.
The platform is designed to be walk-up usable; new users can
immediately surface, analyze, and action data by navigating the
platform’s intuitive user interface and applications. Users have multiple
ways to surface and view relevant information, allowing them flexibility
to approach questions and decisions in ways that best suit them. These
features mean that users arrive at answers more quickly and with greater
accuracy, saving time and effort.
EXPLORATION, VISUALIZATION, & REPORTING TOOLS
The Peregrine platform provides a powerful suite of tools for
the exploration, visualization, and reporting of data. These tools
enable users to create dynamic data products and reports—
such as interactive maps, network graphs, and dashboards—
that automatically update as new data flows into the platform.
Users can smoothly move data between analytical tools,
viewing the same data in different modalities without having to
log into different systems or applications. For more information
about some of the platform’s analysis tools, please see The
Peregrine Delivery & Implementation Program
We engage with each of our partners through a firm-fixed-price annual software license agreement. That license
includes all needed support to achieve project objectives.
Implementation team. Peregrine implementation teams consist of top software engineering, product development,
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human-centered design, user engagement, and training experts. The Peregrine implementation team will partner
closely with the MPD to provide use case development, data modeling, data integration, training curriculums, and
continuous support. This team is committed to ensure that the Peregrine platform is quickly deployed and adopted
for its intended purpose and generates outsized value for users.
Solution timeline. Peregrine’s modern data transformation technologies allow our software platform to come online
in days or weeks as opposed to months or years. Once deployed, the MPD’s new data system investments can be
rapidly integrated and old data systems can be sunset without losing legacy data.
Implementation model. Phase 1 of the Peregrine platform implementation consists of four steps to maximize
success and impact at the outset of our partnership. These steps typically enable implementation and use within 90
days. The Peregrine implementation team will work closely with MPD to scope Phase 2 of the implementation.
Milestone Delivery Deliverable
1 – Kickoff and
Scoping
Week 2 1. Determine priority order of use groups and data integrations, to
include integration of CAD data, RMS data, city GIS layers, and Flock
ALPR
2. Facilitate access to data sources and initial users
3. Set up project team and steering committee
2 – Data Integration,
Data Modeling, and
User Discovery
Month 1 1. Deploy the Peregrine platform
2. Configure permission controls
3. Ingest, integrate, transform, model, and validate data sources
4. Introduce platform to the first set of users
5. Work with MPD to set up MOUs with other agencies
6. Conduct 30-day steering committee review
3 –Workflows and
Analytics
Month 2 1. Initiate user training
2. Set up secure, cross-agency data sharing
3. Develop and implement user and team-specific workflows
4. Conduct 60-day steering committee review
4 –
Operationalization
and Next Steps
Month 3 1. Continue collecting feedback and improve user workflows
2. Validate work based on actionable results
3. Identify Phase 2 scoping
4. Conduct 90-day steering committee review (quarterly thereafter)
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Project Cost
PLATFORM PRICING IN PHASE 1
Based on our understanding of the MPD’s needs for Phase 1, Peregrine proposes a firm-fixed-price software license
fee of $100,000 per year. The standard implementation fee of $150,000 will be waived with a multi-year
commitment. This firm-fixed-price license includes all ongoing support, data integration maintenance, workflow
development, and user training to ensure that the MPD receives outsized impact from its deployment of Peregrine’s
software platform. Peregrine does not charge for travel or other miscellaneous expenses.
Thus, the total due to Peregrine for years one (1) through five (5), under Phase 1 of this proposal, shall not exceed
$500,000, in five (5) annual payments of $100,000.
The initial payments shall be due net 30 days from receipt of invoice.
Menifee Police Department – Detailed Cost Schedule Phase 1
Software Licensing – other than or in addition to annual subscription Not applicable
Up-Front Implementation – training, user adoption, workflow
development, initial installation, data conversion, integration,
modeling, etc.
$150,000 (waived)
Annual Subscription, Five (5) Years – includes operating and
maintenance, support, data conversion, data integrations to meet
project objectives
Year One $100,000
Year Two $100,000
Year Three $100,000
Year Four $100,000
Year Five $100,000
Please note that the above pricing is related to the Phase 1 scope. Phase 2 scope and pricing will be decided in the
future depending on the needs of the MPD. Additionally, the pricing outlined above is based on Peregrine’s current
understanding of the MPD’s anticipated scope of work and objectives and may change. Please note that purchase
of Phase 1 use cases does not obligate MPD to purchase Phase 2 use cases.
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Appendix A: Select Data Analysis Tools.
PERMISSION-BASED COLLABORATION & SHARING
The Peregrine platform provides features for secure collaboration and sharing that will enable the MPD to build
deeper, trusting partnerships with local and regional stakeholders, including with city leadership and the broader
community. The platform’s granular access and usage control capabilities prevent unauthorized or inappropriate use
or sharing of sensitive data while allowing organizations to share information with their partners in a deliberate,
precise, and auditable manner. For more information on the platform’s auditing capabilities, please see Appendix B:
Privacy, Civil Liberties & Security.
Collaboration in the Peregrine platform extends beyond simple data sharing; it also allows for multiple users to work
within the same application at the same time across multiple devices and locations. The platform’s collaboration
features compound the value of users’ work by dynamically connecting them in real time with other users who are
working with or interested in the same data. In this way, the Peregrine platform generates opportunities for users
to improve the quality and speed of their answers by connecting them to users who are asking the same question.
PRIVACY, CIVIL LIBERTIES, & SECURITY AS A FIRST-ORDER PRIORITY
From its founding, Peregrine has held the advancement of privacy, civil liberties, and security as a core value of our
company and a core element of our platform's architecture. Robust privacy, security, and audit control features are
ingrained in the back-end data integration tools and the front-end applications of Peregrine’s platform. These
features enable our platform to provide outsized value at agencies like the MPD that operate inside a closed network
with stringent data security requirements.
Peregrine helps organizations build and maintain trust with their partners and communities by delivering three key
platform capabilities:
• granular data security, access, and usage controls
• auditability and logging of user actions
• continuous security and CJIS compliance
For more information, please see Appendix B: Privacy, Civil Liberties & Security.
OPENNESS & INTEROPERABILITY
Openness and interoperability are non-negotiable features for modern organizations. The Peregrine platform was
designed for complete system interoperability and supports the integration of any type, format, or volume of data,
including data from existing MPD systems.
We have extensive experience integrating CAD/RMS systems (e.g., Central Square), body-worn cameras and
evidence capture devices (e.g., Axon), ALPR (e.g., Flock), GPS location data, real-time sensor data, case management
systems, evidence management systems (e.g., Axon via evidence.com), arrest records, search warrant data,
subpoenaed data, and unstructured data such as documents, imagery, and video repositories.
Peregrine is also deployed with a suite of powerful Application Programming Interfaces (APIs) that allow the MPD to
automatically move data back and forth between its many software investments.
Data source Notes
CAD/RMS Murrieta PD CAD/RMS instance of Menifee PD data
Date Warehouse Riverside County Sheriff’s Department – TBD on data access
Evidence.com Axon BWC, evidence, ICV
ALPR Flock
Mapping Layers ArcGIS / Esri
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The Peregrine Delivery & Implementation Program
We engage with each of our partners through a firm-fixed-price annual software license agreement. That license
includes all needed support to achieve project objectives.
Implementation team. Peregrine implementation teams consist of top software engineering, product development,
human-centered design, user engagement, and training experts. The Peregrine implementation team will partner
closely with the MPD to provide use case development, data modeling, data integration, training curriculums, and
continuous support. This team is committed to ensure that the Peregrine platform is quickly deployed and adopted
for its intended purpose and generates outsized value for users.
Solution timeline. Peregrine’s modern data transformation technologies allow our software platform to come online
in days or weeks as opposed to months or years. Once deployed, the MPD’s new data system investments can be
rapidly integrated and old data systems can be sunset without losing legacy data.
Implementation model. Phase 1 of the Peregrine platform implementation consists of four steps to maximize
success and impact at the outset of our partnership. These steps typically enable implementation and use within 90
days. The Peregrine implementation team will work closely with MPD to scope Phase 2 of the implementation.
Milestone Delivery Deliverable
1 – Kickoff and
Scoping
Week 2 4. Determine priority order of use groups and data integrations, to
include integration of CAD data, RMS data, city GIS layers, and Flock
ALPR
5. Facilitate access to data sources and initial users
6. Set up project team and steering committee
2 – Data Integration,
Data Modeling, and
User Discovery
Month 1 7. Deploy the Peregrine platform
8. Configure permission controls
9. Ingest, integrate, transform, model, and validate data sources
10. Introduce platform to the first set of users
11. Work with MPD to set up MOUs with other agencies
12. Conduct 30-day steering committee review
3 –Workflows and
Analytics
Month 2 5. Initiate user training
6. Set up secure, cross-agency data sharing
7. Develop and implement user and team-specific workflows
8. Conduct 60-day steering committee review
4 –
Operationalization
and Next Steps
Month 3 5. Continue collecting feedback and improve user workflows
6. Validate work based on actionable results
7. Identify Phase 2 scoping
8. Conduct 90-day steering committee review (quarterly thereafter)
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Project Cost
PLATFORM PRICING IN PHASE 1
Based on our understanding of the MPD’s needs for Phase 1, Peregrine proposes a firm-fixed-price software license
fee of $100,000 per year. The standard implementation fee of $150,000 will be waived with a multi-year
commitment. This firm-fixed-price license includes all ongoing support, data integration maintenance, workflow
development, and user training to ensure that the MPD receives outsized impact from its deployment of Peregrine’s
software platform. Peregrine does not charge for travel or other miscellaneous expenses.
Thus, the total due to Peregrine for years one (1) through five (5), under Phase 1 of this proposal, shall not exceed
$500,000, in five (5) annual payments of $100,000.
The initial payments shall be due net 30 days from receipt of invoice.
Menifee Police Department – Detailed Cost Schedule Phase 1
Software Licensing – other than or in addition to annual subscription Not applicable
Up-Front Implementation – training, user adoption, workflow
development, initial installation, data conversion, integration,
modeling, etc.
$150,000 (waived)
Annual Subscription, Five (5) Years – includes operating and
maintenance, support, data conversion, data integrations to meet
project objectives
Year One $100,000
Year Two $100,000
Year Three $100,000
Year Four $100,000
Year Five $100,000
Please note that the above pricing is related to the Phase 1 scope. Phase 2 scope and pricing will be decided in the
future depending on the needs of the MPD. Additionally, the pricing outlined above is based on Peregrine’s current
understanding of the MPD’s anticipated scope of work and objectives and may change. Please note that purchase
of Phase 1 use cases does not obligate MPD to purchase Phase 2 use cases.
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Appendix A: Select Data Analysis Tools
Interactive Map. To better understand geographical assets, events, and trends, the
Peregrine platform includes an interactive Map application. The Map allows users to
conduct visually intuitive geographical analysis on all agency data, both historical and in
real-time. Users can surface trends, make connections, filter to areas of interest, drill into
specific events, particular time periods, and add new layers of relevance on top as needed.
The Map is designed for next-generation geographic contextual and situational awareness,
allowing users to explore and answer specific questions with the most relevant data. The
Map is intuitive for all personnel whether they are consuming pre-built analyses,
conducting ad-hoc searches, or creating complex geospatial products from scratch.
Network Graph. The platform’s Network graph aids in the
discovery and visualization of connections between otherwise disconnected data. The
Network allows users to discover links between people, places, entities, and events
across one or multiple degrees of separation. Peregrine’s platform also automatically
extracts links from both structured and unstructured data to illuminate connections
between people, places, events, documents, and media data without requiring manual
processing. For example, an address written in narrative form within a scanned
document can be automatically linked to a person living at that address or to a vehicle
registered there.
Reports & Dashboards. The platform’s report and dashboard applications provide
configurable, real-time executive summaries to inform situational awareness, statistical
analysis, and decision making. Reports and dashboards are configurable to meet the
unique needs and visual preferences of individual users. All reports and dashboards are
directly connected to real-time data feeds, empowering users to drill down from high-
level summary information to the most granular context with a single click. Once a user
creates a dashboard, they can continue to use it indefinitely—and share it as needed.
Temporal Analysis Tool. By centralizing data—and all associated metadata—from data
systems, users can understand and surface trends over time. Through an intuitive
interface, users can analyze how, e.g., calls for service or types of incidents vary by day of week and time of day.
Peregrine supports robust search and query capabilities at the day of week and hour of day level, enabling users to
conduct analysis over specific units, in specific shifts, at specific locations. As a result, organization can make more
informed, data-backed resourcing decisions to more effectively meet mission outcomes.
Real-Time Alerting. With all data centrally located, users can receive real-time notification on new data from any
source system. The Peregrine platform’s alerting technology can notify specific users if a pre-defined data entity
was added or removed, viewed, downloaded, renamed, or shared. This includes geo-fenced areas or user-defined
polygons. For instance, if a neighborhood is experiencing a trend in a type of crime, a Peregrine user can create an
alert through the platform’s “follow” feature. If another similar crime occurs in the defined area, a real-time
notification will be sent to all users following this alert via email, SMS, or both.
Peregrine is also delivered with extensive tabular analysis tools and a variety of other analytical capabilities.
Receive additional information on Peregrine analysis tools by reaching out to the Peregrine support team.
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Appendix B: Privacy, Civil Liberties & Security
From its founding, Peregrine has held the advancement of privacy, civil liberties, and security as a core value of our
company and a core element of our platform's architecture. Robust privacy, security, and audit control features are
engrained in the back-end data integration tools and the front-end applications of Peregrine’s platform.
Peregrine helps organizations build and maintain trust with their partners and communities by delivering three key
platform capabilities:
• granular data security, access, and usage controls
• auditability and logging of user actions
• continuous security and CJIS compliance
Granular Data Security, Access, and Usage Controls
The Peregrine platform’s access and usage control capabilities allow organizations with stringent security
requirements to share information with their partners in a deliberate, precise, and auditable manner while
preventing unauthorized or inappropriate use of sensitive data.
To accomplish that, the Peregrine platform’s security model delivers precision data-handling and multi- level security
capabilities that support several vital data security and privacy protections. The platform enables users with multiple
and varying access permissions to interact appropriately with data in real-time, seeing only data they are authorized
to see and using or sharing it only in ways for which they have authorization.
The Peregrine platform easily integrates with any existing single sign-on provider, ensuring users have a familiar,
secure sign-on experience and administrators maintain single-source control over access to multiple applications
within the network. The Peregrine platform is out-of-the-box compatible and easy to integrate with most identity
providers, including ADFS, Okta, and PingFederate.
Auditability and Logging of User Actions
Peregrine logs all user actions that take place within the platform and maintains granular, permissioned audit trails
that allow agency administrators to review and analyze all user activity. This provides organizations with
comprehensive visibility, simplifies the enforcement of policies and procedures, and enhances internal reviews and
investigations.
In each of these areas the Peregrine platform improves on legacy systems, which are often opaque, lack security,
and are cumbersome to audit. The platform thus enables organizations to meet rising public expectations for
accountability, privacy, transparency, and proper use of data.
Continuous Security and CJIS Compliance
Peregrine maintains CJIS-compliant policies and procedures for securely storing, handling, and transmitting data. By
default, our platform encrypts all data both in transit and at rest and uses secure, government-accredited cloud
hosting infrastructure (AWS GovCloud). Peregrine adheres to FIPS 140-2 cryptographic standards.
Peregrine provides modern as-a-service delivery and modernization of its software platform. This means that
customers receive regular updates, performance improvements, bug fixes, and security patches on a continuous
basis with little to no downtime or systemwide effects.
Testing standards deployed by Peregrine meet industry frameworks such as Microsoft SLDC and are designed to
remediate vulnerabilities and security risks.
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Appendix C: Qualifications
These Consultant Qualifications are incorporated by reference into the Agreement.
Peregrine was founded in 2017 to help public safety professionals by connecting information from their existing
data sources to bring insights together into one secure platform. Our founding team initially embedded full-time
with Northern California public safety agencies to deeply understand the existing public safety landscape; since
that time, Peregrine has contracted with multiple California agencies to deliver technology in support of their
analytical and operational needs.
Peregrine is headquartered in San Francisco, CA. Our team has decades of experience building enterprise software
alongside government and non-government entities. Peregrine has a strong financial position and no outstanding
litigation or threats of litigation.
Our work includes deployments with San Pablo (CA) Police Department, Pittsburg (CA) Police Department, Antioch
(CA) Police Department, Fremont (CA) Police Department, and Albuquerque (NM) Police Department. Our
professional support team has extensive experience working directly with investigators, administrative personnel,
analysts, officers, and executive staff.
CITY OF MENIFEE CONSULTANT:
Armando G. Villa, City Manager
Attest:
Stephanie Roseen, Acting City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
Nicholas Noone, Secretary
Nicholas Noone, President
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Appendix D: Peregrine Software License Agreement Terms and Conditions
These Terms and Conditions govern the provision of the services described on the attached Order Form (“Order
Form”) by Peregrine Technologies, Inc. (“Peregrine”) to you (“Customer”). By executing an Order Form with
Peregrine, Customer agrees to be bound by these Terms and Conditions.
1. Definitions.
“CJIS Security Policy” means the FBI CJIS Security Policy document as published by the FBI CJIS Information
Security Officer, currently located at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center.
“Criminal Justice Information Services Division” or “CJIS” means the FBI division responsible for the
collection, warehousing, and timely dissemination of relevant criminal justice information to the FBI and to
qualified law enforcement, criminal justice, civilian, academic, employment and licensing agencies.
“Customer Data” means any of Customer’s data, information, documents or electronic files that are provided
to Peregrine via the Services or otherwise in connection with this Agreement, including any databases
Customer procures from third party vendors for Peregrine’s integration with the Service.
“Documentation” means the materials supplied by Peregrine hereunder, in any media, including any and all
installer’s, operator’s and user’s manuals, training materials, guides, functional or technical specifications or
other materials for use in conjunction with the Service.
“Professional Services” has the meaning specified in Section 2.2.
“Service” means Peregrine’s web and iOS mobile applications that assist Users with criminal investigations
and police leadership decision making. For purposes of this Agreement, the Service is exclusive of
Professional Services that may be rendered upon mutual agreement of the parties in accordance with Section
2.2.
“SOW” has the meaning specified in Section 2.2.
“Third Party Data” means any third party databases that Peregrine licenses from third party vendors and
makes accessible via the Service. For clarity, Third Party Data does not include any Customer Data.
“Users” means the individuals authorized by Customer to use the Service in accordance with the terms in the
Order Form (including number and type of individuals who may access the Service) and that have been
supplied user identifications and passwords by Peregrine.
2. Provision of the Service and Additional Services.
2.1 Service. During the Term and subject to the terms and conditions of this Agreement, including
payment of the fees set forth on the Order Form, Peregrine shall provide Customer with the right to: (a) access
and use the Service for up to the number of Users set forth in the Order Form, and (b) to download and
reproduce the applicable Documentation solely for internal use in association with the Service. Peregrine shall
provide Customer with authentication credentials for individual Users upon written request from authorized
personnel of Customer, (ii) onboarding and training services as set forth in the Order Form (“Onboarding and
Training Services”), and (iii) telephone and standard technical support to Customer during normal business
hours (“Technical Support”). Except as set forth herein, Peregrine shall, at its sole cost and expense, provide
all facilities and equipment that may be necessary for Peregrine to perform the Services.
2.2 Professional Services. Except as set forth in the Order Form, in the event that Customer requests that
Peregrine perform data integration, configuration or implementation services regarding the Service, including
integration of Customer Data or Third Party Data and creation of specific modifications to the Service (but
excluding any Onboarding and Training Services), Peregrine will discuss the scope and fees for such services
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and, if agreed, such work will be performed pursuant to a statement of work executed by the parties and
referencing this Agreement that describe such scope and fees (an “SOW,” and such services, the “Professional
Services”). Any fees associated with the Professional Services shall be set forth in the applicable SOW and
Customer shall pay such fees in accordance with Section 4.2 below.
2.3 Access and Policies. Customer will permit Peregrine access to Customer’s offices and any other
facilities necessary for Peregrine to provide the Service, Onboarding and Training Services, Technical Support,
and any Professional Services. Peregrine agrees to, and cause its personnel to, abide by Customer’s facilities
access and use policies as provided by Customer to Peregrine in writing in advance of any on-site visits.
Customer will also permit and enable Peregrine to have offsite access to Customer Data and the Customer’s
production platform for the Service in order to provide the Service, Technical Support and Professional
Services. Peregrine agrees to comply with the CJIS Security Policy in connection with its access to Customer
Data, including CJIS-defined policies for remote access.
2.4 Compliance with Applicable Laws. Each party and its agents shall comply with all laws applicable to
the performance or receipt, as applicable, of the Services hereunder. Peregrine shall also, to the extent
required by the California Labor Code, pay not less than the latest prevailing wage rates as determined by the
California Department of Industrial Relations.
2.5 Licenses and Permits. Peregrine and its employees, agents, and any subcontractors have, and will
maintain at their sole cost and expense, all licenses, permits, qualifications, and approvals of whatsoever
nature that are legally required to practice their respective professions. In addition to the foregoing, Peregrine
and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses
from Customer as required by law.
2.6 Nondiscrimination and Equal Opportunity. Peregrine shall not discriminate, on the basis of a person’s
race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, genetic
information, marital status, sex, sexual orientation, gender or gender identity, against any employee, applicant
for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Peregrine under this Agreement. Peregrine shall comply with all applicable
federal, state, and local laws, policies, rules, and requirements related to equal opportunity and
nondiscrimination in employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required of Peregrine
thereby.
3. Use of Service.
3.1 Users. Customer may grant access to the Service to only the number and type of Users specified on
the Order Form. Customers shall ensure that its Users do not share or transfer their User credentials to other
Customer employees or any other individuals.
3.2 Customer Responsibilities. Customer is responsible for all activities that occur under User accounts.
Customer also shall: (a) ensure it has all rights necessary for Peregrine to integrate the Customer Data with the
Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness
of all Customer Data; (c) prevent unauthorized access to, or use of, the Service, and notify Peregrine
immediately of any unauthorized access or use; and (d) comply with all applicable laws in using the Service.
Customer agrees to provide its Users with the applications necessary to run the Service as set forth in the
Documentation.
3.3 Use Restrictions. Customer shall use the Service solely for its internal business purposes in accordance
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with this Agreement. Customer shall not, and shall ensure Users do not: (a) license, sublicense, sell, resell, rent,
lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available
to any third party; (b) send spam or otherwise duplicative or unsolicited messages via the Service; (c) send or
store infringing or unlawful material; (d) send or store material containing software viruses, worms, Trojan
horses or other harmful computer code, files, scripts, agents or programs; (e) interfere with or disrupt the
integrity or performance of the Service or the data contained therein; or (f) attempt to gain unauthorized access
to the Service or its related systems or networks.
3.4 CJIS Requirements. Customer certifies that it and its Users will comply with the following CJIS
requirements: (a) Customer agrees to use training, policy and procedures to ensure Users use proper handling,
processing, storing and communication protocols for Customer Data and any Third Party Data; (b) Customer
agrees to protect the Service and any Third Party Data by monitoring and auditing staff user activity to ensure
that it is only within the purview of system application development, system maintenance and the support
roles assigned; (c) Customer will only provide access to the Service and any Third Party Data through Customer-
managed role-based access and applied sharing rules configured by Customer; (d) Customer agrees to create
and retain activity transaction logs to enable auditing by Peregrine staff, CJIS and any Third Party Data owners;
(e) Customer agrees to perform independent employment background screening for its staff at Customer’s
own expense; and (f) Customer agrees to reinforce staff policies for creating User accounts with only one
Customer domain email address for each User, with exceptions only as granted in writing by Peregrine.
3.5 Operation Restrictions. Under certain circumstances, it may be dangerous to operate a moving vehicle
while attempting to operate a laptop, mobile device or other touch screen and any of their applications.
Customer agrees that the Users will be instructed to only utilize the interface for the Service at times when it
is safe to do so. Peregrine is not liable for any accident caused by a result of distraction such as from viewing
the screen while operating a moving vehicle.
3.6 Customer Logo. Peregrine may use Customer’s name and logo in Peregrine’s lists of customers
provided that such use will comply with any standard trademark guidelines provided by Customer to Peregrine.
4. Fees & Payment.
4.1 Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any SOWs.
4.2 Payment Terms. Except as set forth on the Order Form, Customer shall pay all fees within thirty (30)
days of Peregrine issuing an invoice. Per cost proposal this will be paid in annual amounts of $100,000.00 for a
total of $500,000.00 after 5 years.
4.3 Taxes. Peregrine’s fees do not include any local, state, federal or foreign taxes, levies or duties of any
nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Peregrine’s
income. If Peregrine has the legal obligation to pay or collect Taxes for which Customer is responsible under
this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides
Peregrine with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Proprietary Rights.
5.1 Peregrine Technology. The Service includes (a) the Peregrine name, the Peregrine logo, and other
trademarks and service marks; (b) audio and visual information, documents, software and other works of
authorship, including training materials; (c) other technology, including graphical user interfaces, workflows,
products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other
tangible or intangible technical material or information provided by Peregrine under this Agreement; and (d)
the work product or other results of Professional Services (collectively, “Peregrine Technology”). Peregrine
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owns and shall retain all rights in the Peregrine Technology. Other than as expressly set forth Section 5.2 below,
no license or other rights in or to the Peregrine Technology or related intellectual property rights are granted
to Customer or Users, and all such licenses and rights are hereby expressly reserved to Peregrine. For clarity,
“Peregrine Technology” does not include Customer Data.
5.2 License Grant. Peregrine grants Customer, during the term of this Agreement, a worldwide, non-
exclusive, non-transferable (except in accordance with Section 12.6), non-sublicenseable right to access and
use the Service, and to permit the number and type of Users specified on the Order Form the right to access
and use the Service during the terms of the applicable User subscriptions, in each case solely in accordance
with the terms of this Agreement.
5.3 License Restrictions. Customer shall not (a) modify, copy or create derivative works based on the
Service or Peregrine Technology; (b) create Internet “links” to or from the Service, or “frame” or “mirror” any
content forming part of the Service, other than on Customer’s own intranets; or (c) disassemble, reverse
engineer, or decompile the Service or Peregrine Technology, or (d) access the Service in order to (i) build a
competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics
of the Service, or (iii) copy any ideas, features, functions or graphics of the Service.
6. Data Access, Sharing and Security.
6.1 Customer Data. Peregrine may access, reproduce, and use Customer Data to provide the Service,
including to provide Technical Support, Onboarding and Training Services and any Professional Services.
Customer agrees that Peregrine may generate technical logs, data and insights about Customer’s usage of the
Service (e.g., frequency of logins) (“Peregrine Insights”) and may use the Customer Data in aggregated and
anonymized form that does not individually identify any person or entity, including Customer or its Users
(“Aggregated Data”) for Peregrine’s internal business purposes and to operate and improve Peregrine’s
proprietary software and services, and that Peregrine shall own the Peregrine Insights and the Aggregated
Data. Peregrine shall destroy Peregrine Insights and Aggregated Data on termination of this Agreement.
Peregrine may choose to terminate the provision of any Customer Data via the Service if the provision of such
data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.
6.2 CJIS Security Policy. Peregrine has implemented procedures to allow for adherence to the CJIS Security
Policy. The hosting facility for the Service uses state-of-the-art access control technologies that meet or exceed
CJIS requirements. In addition, Peregrine has installed and configured solid network intrusion prevention
appliances for adherence to CJIS requirements.
6.3 Third Party Data. Any Third Party Data that Peregrine may provide via the Service is governed by the
third party owner’s retention policy. Peregrine does not provide any warranties with respect to any Third Party
Data and Peregrine may choose to terminate the provision of any Third Party Data via the Service if Peregrine’s
applicable rights to such Third Party Data terminate or the provision of such data may be harmful to the Service,
as determined by Peregrine in its reasonable discretion.
7. Confidentiality.
7.1 Definition of Confidential Information. The term “Confidential Information” means all confidential
and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”),
whether orally or in writing, that is designated as confidential or that reasonably should be understood to be
confidential given the nature of the information and the circumstances of disclosure, including the terms and
conditions of this Agreement (including pricing and other terms reflected in the Order Form), the Customer
Data, any Third Party Data, the Service, the Documentation, the Peregrine Technology, business and marketing
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plans, technology and technical information, product designs, and business processes.
7.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the
Disclosing Party except to perform its obligations or exercise its rights under this Agreement, except with the
Disclosing Party’s prior written permission on a case-by-case basis. Each party agrees to protect the
confidentiality of the Confidential Information of the other party in the same manner that it protects the
confidentiality of its own proprietary and confidential information of like kind, but in no event with less than
reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential
Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled
disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s
cost, if the Disclosing Party wishes to contest the disclosure.
7.3 Exceptions. The parties’ obligations in Section 7.2 shall not apply to any information that: (a) is or
becomes publicly available without breach of any obligation owed to the Disclosing Party; (b) was known to
the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the
Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation
owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the
Disclosing Party.
7.4 California Public Records Act. Peregrine acknowledges that Customer is a public entity governed by
the California Public Records Act and that nothing in this Section 7 shall prevent Customer from disclosing
Confidential Information for purposes of complying with the California Public Records Act.
7.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential
Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in
addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically
acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the
Disclosing Party for which any other available remedies are inadequate.
8. Warranties & Disclaimers.
8.1 Warranties. Each party represents and warrants that it has the legal power and authority to enter into
this Agreement. Peregrine represents and warrants that (i) it will provide the Service in a professional manner
consistent with the standards observed by a competent practitioner of the profession in which Peregrine is
engaged, and (ii) the Service will perform in accordance with and otherwise substantially conform to its
associated documentation.
8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, AND WITHOUT LIMITING PEREGRINE’S
OBLIGATIONS SPECIFIED IN THIS AGREEMENT, PEREGRINE MAKES NO WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE, THE PEREGRINE
TECHNOLOGY, ANY THIRD PARTY DATA AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS
AGREEMENT. PEREGRINE HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Indemnification.
9.1 General Indemnification by Peregrine. Peregrine shall at its expense defend Customer and its officers,
directors, officials, agents, volunteers and employees (“Customer Indemnified Parties”) against any claim
made or brought against any Customer Indemnified Party by a third party (A) arising out of or in connection
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with Peregrine’s negligence or willful misconduct in the performance of the Services under this Agreement, or
its failure to comply with any of its obligations contained in this Agreement, or its failure to comply with any
applicable law or regulation, except to the extent any such claim is caused by the negligence or willful
misconduct of Customer, or (B) alleging that the Service as provided to Customer hereunder infringes any U.S.
intellectual property rights of a third party (each, a “Customer Claim”), and shall indemnify and hold Customer
Indemnified Parties harmless from and against any and all liability, loss, damage, claims, expenses, and costs,
including without limitation, attorney’s fees, awarded by a court or agreed to by Peregrine in a settlement with
respect to such Customer Claim; provided, that Customer (a) promptly gives written notice of the Customer
Claim to Peregrine; (b) gives Peregrine sole control of the defense and settlement of the Customer Claim
(provided that Peregrine may not agree to any settlement that imposes any liability or obligation on Customer);
and (c) provides to Peregrine, at Peregrine’s cost, all reasonable assistance. Peregrine shall have no obligation
under this Section 9.1 or otherwise regarding claims that arise from or relate to (i) Customer’s use of the Service
other than as contemplated by this Agreement, (ii) any modifications to the Service made by any entity other
than Peregrine, (iii) any combination of the Service with services or technologies not provided by Peregrine, or
(iv) Customer’s use of the Service or portion thereof after Peregrine has terminated this Agreement or such
portion of the Service in accordance with this Section 9.1. If in Peregrine’s opinion a Customer Claim is likely to
be made, or if an existing Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x)
obtain a license to enable Customer to continue to use the potentially infringing portion of the Service, (y)
modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using
reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service
and refund the amount of any pre-paid fees applicable to the portion of the terminated Services to be provided
after the termination date.
9.2 PERS Indemnification by Peregrine. In the event that Peregrine or any employee, agent, or
subcontractor of Peregrine providing services under this Agreement is determined by a court of competent
jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in
PERS as an employee of Customer, at Peregrine shall indemnify, defend, and hold harmless Customer for the
payment of any employee and/or employer contributions for PERS benefits on behalf of Peregrine or its
employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such
contributions, which would otherwise be the responsibility of Customer..
10. Limitation of Liability.
10.1 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY,
PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER
ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.
11. Term & Termination.
11.1 Term of Agreement. This Agreement commences on the Effective Date and continues for the duration
of the term set forth on the Order Form (“Term”), unless earlier terminated in accordance with the Order Form
or Section 11.2
11.2 Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days written
notice of a material breach to the other party if such breach remains uncured at the expiration of such period.
Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Peregrine prior
to the effective date of termination. Notwithstanding the foregoing, if Customer terminates the Agreement
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pursuant to this Section 11.2 Peregrine will refund pro-rata share of Service Fee.
11.3 Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to
maintain or provide any Customer Data or Third Party Data. Unless legally prohibited, Peregrine shall delete all
Customer Data in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing
or any other provision of this Agreement, Peregrine may use in perpetuity any Aggregated Data.
11.4 Survival. The following provisions shall survive termination or expiration of this Agreement: Sections
4, 5 (excluding Section 5.2), 6.1, 6.3, 7, 8, 9, 10, 11.3, 11.4, and 12.
12. General Provisions.
12.1 Insurance. Peregrine shall maintain the insurance coverages described in the attached document
entitled, “City of Menifee – Insurance Requirements: Professional Services Contractors.” (See Appendix F)
12.2 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture,
agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to
this Agreement. At all times during the term of this Agreement, Peregrine shall be an independent contractor
and shall not be an employee of Customer. Except as Customer may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of Customer in any capacity whatsoever as an agent. Peregrine
shall have no authority, express or implied, pursuant to this Agreement to bind Customer to any obligation
whatsoever.
12.3 Conflict of Interest. Peregrine may serve other clients, but none whose activities within the
corporate limits of Customer or whose business, regardless of location, would place Peregrine in a “conflict of
interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section
81000 et seq. Peregrine shall not employ any Customer official in the work performed pursuant to this
Agreement. No officer or employee of Customer shall have any financial interest in this Agreement that
would violate California Government Code Sections 1090 et seq.
12.4 Peregrine’s Books and Records. Peregrine shall maintain any and all records or documents evidencing
or relating to charges for services or expenditures and disbursements charged to the Customer under this
Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment
to the Peregrine to this Agreement. All such records shall be maintained in accordance with generally accepted
standards and shall be made available for inspection, audit, and/or copying during regular business hours, upon
written request of the Customer. Pursuant to Government Code Section 8546.7, the Agreement may be
subject to the examination and audit of the State Auditor for a period of 3 years after final payment under the
Agreement.
12.5 Force Majeure. Neither party shall be liable by reason of any failure or delay in performance of its
obligations under this Agreement (except for the payment of money) on account of events beyond the
reasonable control of such party, which may include Internet denial-of-service attacks, strikes, shortages, riots,
insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions,
earthquakes, and material shortages (each, a “Force Majeure Event”). Upon the occurrence of a Force Majeure
Event, the non-performing party will be excused from any further performance of its obligations affected by
the Force Majeure Event for so long as the event continues and such party continues to use commercially
reasonable efforts to resume performance.
12.6 Federal Government. Any use, copy or disclosure of the Service by the U.S. Government is subject to
restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a)(1995),
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DFARS 252.227-7013(c)(1)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227(ALT III), as
applicable.
12.7 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given
upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending
by confirmed facsimile; or (d) after confirmed receipt of an email. Notices to Peregrine shall be addressed to
the attention of Nick Noone, CEO, Peregrine Technologies, nick@peregrine.io, with a copy to
ben@peregrine.io. Notices to Customer are to be addressed to the individual identified in the Order Form.
12.8 Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right
under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the
remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in
equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,
the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the
original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall
remain in effect.
12.9 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation
of law or otherwise, without the prior express written consent of the other party. Notwithstanding the
foregoing, Peregrine may assign this Agreement, together with all rights and obligations hereunder, without
consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or
substantially all of its stock or assets that relate to this Agreement. Any attempt by a party to assign its rights
or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and
permitted assigns.
12.10 Governing Law. This Agreement shall be governed by the laws of California. The state courts located
in Riverside County, CA or in the United States District Court for the Northern District of California shall have
exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby
consents to the exclusive jurisdiction of such courts provided that nothing in this Section 12.10 prohibits either
party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the
enforcement of this Agreement.
12.11 Construction. The division of this Agreement into Sections and the insertion of captions and headings
are for convenience of reference only and will not affect the construction or interpretation of this Agreement.
The terms “this Agreement,” “hereof,” “hereunder” and any similar expressions refer to this Agreement and
not to any particular Section or other portion hereof. The parties hereto agree that any rule of construction to
the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction
or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and
variations thereof, will be deemed to be followed by the words “without limitation” and “discretion” means
sole discretion
12.12 Entire Agreement. This Agreement constitutes the entire agreement between the parties, and
supersedes all prior and contemporaneous agreements, proposals or representations, written or oral,
concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall
be effective unless in writing and signed by the party against whom the modification, amendment or waiver is
to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a
Customer purchase order or in any other Customer order documentation (excluding the Order Form) shall be
incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and
shall be null and void.
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Appendix F: Insurance Requirements.
Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the
types and amounts of insurance checked below and provide Certificates of Insurance, indicating that
Consultant has obtained or currently maintains insurance that meets the requirements of this section and
which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this
section throughout the term of this Agreement. The cost of such insurance shall be included in Consultant’s
compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on
any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and
provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of
this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured
suits between City and other Insureds.
1. Workers’ Compensation.
Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance
and Employer’s Liability Insurance for any and all persons employed directly or indirectly by
Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’
Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less
than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS
($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per
policy. In the alternative, Consultant may rely on a self-insurance program to meet those
requirements, but only if the program of self-insurance complies fully with the provisions of the
California Labor Code. Determination of whether a self-insurance program meets the standards of the
California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if
insurance is provided, or Consultant, if a program of self-insurance is provided, shall waive all rights
of subrogation against City and its officers, officials, employees, and authorized volunteers for loss
arising from the Services performed under this Agreement.
2. Commercial General and Automobile Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general
and automobile liability insurance for the term of this Agreement in an amount not less than ONE
MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks
associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS
($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00)
products/completed operations aggregate. If a Commercial General Liability Insurance or an
Automobile Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the Services to be performed under this Agreement
or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage
shall include but shall not be limited to, protection against claims arising from bodily and personal
injury, including death resulting therefrom, and damage to property resulting from the Services
contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance
Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall
be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and
9.No endorsement shall be attached limiting the coverage.
c. Additional requirements. Each of the following shall be included in the insurance coverage or
added as a certified endorsement to the policy:
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d. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
e. Any failure of Consultant to comply with reporting provisions of the policy shall not affect
coverage provided to City and its officers, employees, agents, and volunteers.
3. Professional Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall maintain for the period
covered by this Agreement professional liability insurance for licensed professionals performing the
Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS
($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-
insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds
TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City.
b. Claims-made limitations. The following provisions shall apply if the professional liability coverage
is written on a claims-made form:
c. The retroactive date of the policy must be shown and must be no later than the commencement of
the Services.
d. Insurance must be maintained and evidence of insurance must be provided for at least five (5)
years after the expiration or termination of this Agreement or completion of the Services, so long as
commercially available at reasonable rates.
e. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form
with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five (5) years after the expiration or termination of
this Agreement or the completion of the Services. Such continuation coverage may be provided by
one of the following: (1) renewal of the existing policy; (2) an extended reporting period
endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of
the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and
expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the
coverage.
f. A copy of the claim reporting requirements must be submitted to City prior to the commencement
of the Services under this Agreement.
4.All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a
Bests’ rating of no less than A:VII and admitted in California.
b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall
furnish City with Certificates of Insurance, additional insured endorsement or policy language
granting additional insured status complete certified copies of all policies, including complete
certified copies of all endorsements. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of
Insurance must include the following reference: . The name and address for Additional Insured
endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29844 Haun
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Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of
ongoing and completed operations by or on behalf of Consultant.
c. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City
within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits
of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased.
d. Additional insured; primary insurance. City and its officers, employees, agents, and authorized
volunteers shall be covered as additional insureds with respect to each of the following: liability
arising out of the Services performed by or on behalf of Consultant, including the insured’s general
supervision of Consultant; products and completed operations of Consultant, as applicable; premises
owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in
the course of providing the Services pursuant to this Agreement. The coverage shall contain no
special limitations on the scope of protection afforded to City or its officers, employees, agents, or
authorized volunteers. The insurance provided to City as an additional insured must apply on a
primary and non-contributory basis with respect to any insurance or self-insurance program
maintained by City. Additional insured status shall continue for one (1) year after the expiration or
termination of this Agreement or completion of the Services. A certified endorsement must be
attached to all policies stating that coverage is primary insurance with respect to City and its officers,
officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall
be called upon to contribute to a loss under the coverage.
e. Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for
the self-insured retentions and deductibles before beginning any of the Services. During the term of
this Agreement, only upon the prior express written authorization of the Contract Administrator,
Consultant may increase such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may condition approval of an
increase in deductible or self-insured retention levels with a requirement that Consultant procure a
bond guaranteeing payment of losses and related investigations, claim administration, and defense
expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall
furnish separate certificates and certified endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in
the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and
forms of such insurance are either not commercially available, or that City’s interests are otherwise
fully protected.
5. Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time herein required,
City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies
City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from
any sums due under this Agreement;
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b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to
Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates
compliance with the requirements hereof; and/or
c. Terminate this Agreement.
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