CC - Item 7A - C3 AI - Memo from City Manager Kim & Order FormCITY OF ROSEMEAD
ADMINISTRATION
MEMORANDUM
TO: Honorable Mayor and City Council
FROM: Ben Kim, City Manager
SUBJECT: April 23, 2024, Agenda Item 7.A — License Agreement with C3 Al
DATE: April 22, 2024
On Friday, April 19, 2024, C3 Al sent a revised term sheet ("Order Form") and asked for it to be
forwarded to the City Council for discussion at the April 23, 2024 meeting. The said Order Form
is attached.
In summary, C3 Al notes the revised Order Form addresses comments at the April 9th council
meeting and the key changes are as follows:
Generative Al
• Sources of data have been expanded from two (2) to five (5)
• To mitigate against the concern that 120K queries a year may not be enough when Gen
Al is open to the public, C3 have added a clause that caps the monthly additional cost at
$10K.
• Clarified the terms that the contract includes post -implementation support
• Added descriptions of runtime usage fee exclusion
Law enforcement
Added descriptions of runtime usage fee exclusion
Attachment — Revised Order Form
C
Mal
THIS ORDER (this "Order") is made and entered into as of the date of the last signature below (`Effective Date") between
City of Rosemead (`Customer") and C3.ai, Inc. (C3 AF'). C3 At and Customer may also be referred to herein each as a
"Party" and collectively as the "Parties." The capitalized terms used, but not defined, in this Order have the meanings set forth
in the ELLA.
1. Commercial Terms
A. C3 At Subscription Term: A deployment phase beginning on the Effective Date and continuing until four (4) months
from the Effective Date (`Deployment Phase"). The Deployment Phase automatically converts to the Annual
Subscription Phase for four (4) years and eight (8) months (`Annual Subscription Phase") unless Customer timely
exercises the Opt Out Right in accordance with Section 4.0 below.
B. Derdovment Infrastructure: C3 At hosting services account.
2. Fees
TABLE 1— C3 At Subscription Fees*
*All pricing options include hosting fees.
3. Fees and Payment Terms
A. C3 At Subscription Fees
Deplovment Phase: The fee for the Deployment Phase is $350,000 (the `Deployment Phase Fee"), and is an
irrevocable, nonrefundable commitment on the Effective Date. The Deployment Phase Fee will be invoiced on
the Effective Date.
(Version) December 15, 2023 Order — Confidential
Annual Subscription Phase
C3 At Services eployment Phase
(4 -months)
Year 1
year 2 Year 3 Year 4 Year 5
8 -months
C3 At Subscription
C3 Generative At
$250,000
$80,000
$117,500
$117,500
$117,500
$117,500
C3 At Law
$100,000
$15,000
$20,000
$20,000
$20,000
$20,000
Enforcement
C3 At COE Fees
Included
NA
-NA
-NA
-NA
-NA
Number of Included
4.5
NA
-NA
-NA
-NA
-NA
C3 At COE FTEs
Annual Total Fees
5350,000
$95,000
$137,500
$137,500
$137,500
$137,500
5 -Year Total Fees
$995,000
*All pricing options include hosting fees.
3. Fees and Payment Terms
A. C3 At Subscription Fees
Deplovment Phase: The fee for the Deployment Phase is $350,000 (the `Deployment Phase Fee"), and is an
irrevocable, nonrefundable commitment on the Effective Date. The Deployment Phase Fee will be invoiced on
the Effective Date.
(Version) December 15, 2023 Order — Confidential
ii. Annual Subscription Phase: Unless Customer timely exercises the Opt Out Right in accordance with Section 4.0
below, the fee for the Annual Subscription Phase is $645,000 (the "Annual Subscription Phase Fee"), and is an
irrevocable, nonrefundable commitment on the day after the Opt Out Deadline. The Annual Subscription Phase
Fee will be invoiced as follows: (i) $95,000 on the date four (4) months after the Effective Date, (ii) $137,500 on
the first anniversary of the Effective Date, (iii) $137,500 on the second anniversary of the Effective Date, (iv)
$137,500 on the third anniversary of the Effective Date, (v) $137,500 on the fourth anniversary of the Effective
Date.
iii. C3 Generative At The C3 Generative At subscription includes (i) up to 100,000 PDF/TIFF documents, (ii) up
bwe-4five 5 source systems, with up to p*4-stFaGVw4d-dati+three 3 tables w:'w. each, and (iii) up
to 120,000 queries per year. Additional queries will be charged at rate of $500 per 1,000 queries-, with additional
fees not to exceed $10,000 in each month of the Subscription Term. For avoidance of doubt, the C3 Generative
At Subscriptions includes commercially reasonable efforts to provide C3 At support services to integrate
additional data into C3 Generative At during the C3 At Subscription Term, provided the additional data are within
the Scope of Initial COE Objectives as specified in Exhibit A, (b) includes commercially reasonable efforts to
provide C3 At support services to manaee, monitor, operate, and perform unerades of C3 Generative AL and (cl
C3 At Runtime usaee fees are not applicable to C3 Generative AL
iv. �� AT., -z- .@F°JA@^s.Customer may purchase C3 At Services a,a^^^ t4o SubsGFiptien T@^^ to integrate additional
source systems into C3 Generative At at a rate not to exceed $50,000 per source system.
V. C3 At Law Enforcement: C3 At Law Enforcement subscription includes access for up to 30 named end-users.
Additional users will be charged at $100 per user per month. For the avoidance of doubt C3 At Runtime usage
fees are not applicable to C3 At Law Enforcement.
B.
ism jays, PFi9_.. _44An netip@ at two _„to e f $41 66;! ..o_ FTE p@F R.eR4i _'oE FTE Resources Fees. The Parties have
designated an initial objective for the CoE during the Deployment Phase as specified in Exhibit A.
4. Additional Terms
A. EULA. This Order is subject to the terms of the C3 At End User License Agreement found at
�https://c3.ai/legaFc3-ai-EULA.pdf (the "EULA"), which is incorporated herein by reference._
P -A. Reimbursement of Expenses. Customer shall reimburse C3 At at cost plus 15% for any reasonable and
necessary expenses for travel and lodging incurred by C3 At during the provision of C3 At Services to Customer.
SB. Ont Out Rieht. Provided Customer has paid all fees due and payable hereunder, Customer may opt out of the
Annual Subscription Phase (the "Opt Out") by providing written notice to C3 At no later than fifteen (15) weeks
following the Effective Date (such deadline, the "Opt Out Deadline"). If Customer timely exercises the Opt Out, this
Order shall terminate four (4) months after the Effective Date.
P -C. California Public Records Act. If Customer is a government entity subject to the public records and meeting
laws of the State of California, including the California Public Records Act (Government Code Section 6250 et seq.)
and the California Brown Act (Government Code Section 54950 et seq.), any information, including Confidential
Information, communications, and documents received by Customer from C3 AI, and meetings involving Customer
may be subject to requests for disclosure pursuant to the California Public Records Act and the Brown Act. Customer
acknowledges and agrees that trade secrets are exempt from the disclosure requirements of the California Public
Records Act and the California Brown Act. Customer agrees to provide C3 At with a reasonable opportunity to object
to any disclosure of C3 At information, including, but not limited to, C3 At Confidential Information, including
seeking an order to prevent the public disclosure of any C3 At Confidential Information or to require such Confidential
Information to be disclosed under seal.
[signatures on nextpage]
(Version) December 15, 2023 Order — Confidential
In Witness Whereof, each of the Parties has duly executed this Order as of the Effective Date.
C3.ai, Inc.
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
Address
for Notice: General Counsel
1400 Seaport Boulevard
Redwood City, CA 94063
USA
Email: CK Kcal
Address
for Notice:
Email:
(Version) December 15, 2023 Order — Confidential
City of Rosemead
Exhibit A — CoE Deployment Phase Initial Objective
The Parties have designated an initial objective for the Deployment Phase, including the Generative AI Deployment
(`Deployment #1") and the C3 AI Law Enforcement Deployment (`Deployment #2"). Customer may change the
overall objective of the CoE during the Deployment Phase in coordination with C3 AI and subject to the remaining
available CoE FTE resources ordered in the Order.
Deplovment #1: C3 Generative At
As of the Effective Date, the joint objective of the Customer CoE during the Deployment Phase for Deployment #1 is
as follows:
i. Install C3 Generative AI in C3 AI's cloud environment.
ii. Load the Deployment #1 In -Scope Data, as outlined in Table 1, into C3 Generative AI and set a
regular sync schedule for ingesting and indexing.
iii. Tune C3 Generative AI to improve the precision of search results based on the Deployment #1 In -
Scope Data.
iv. Expose results in the C3 Generative AI interface, and configure the ability to collect feedback from
Rosemead users to enable ongoing model tuning and improvement.
The scope of Deployment #1 includes unlimited users and is limited to up to 100,000 PDF/TIFF documents and up
to Owe -F ive 5 source systems, with up to 4- @ s;F three 3 tables -- 44 ��each.
Customer will need to perform the following activities to ensure a successful deployment:
i. Provide access to the Deployment #1 In -Scope Data sources in Table 1.
ii. Make subject matter experts and other Rosemead personnel available as defined in Table 3
iii. Make Rosemead users available for two (2) half-day training sessions on the C3 AI Software
Table 1: Example In -Scope Data
Type of Data (System Name)
Description and example fields
Expected Data format
and frequency
LaserFiche
Public city documents, including council resolutions,
PDF/TIFF; uploaded
ordinances, meeting minutes, agendas, and staff reports,
per sync schedule
Municode/Civic Plus
City municipal and building codes
PDF, uploaded per
sync schedule
CRM*
Public works database, with details of city projects (e.g.,
CSV
graffiti abatements, tree trims, stormwater drainage)
Gov Clarity*
Parcel database, with property characteristics (e.g.,
API
improvement characteristics, assessed values, address
*Data source may be substituted with another data source, requiring similar level of effort to complete in agreement
with C3 AI & the Customer.
Deployment #2: C3 At Law Enforcement
As of the Effective Date, the joint objective of the Customer CoE during the Deployment Phase for Deployment #2 is
as follows:
i. Deploy C3 AI Law Enforcement in C3 AI's cloud environment
ii. Ingest and unify up to five (5) years of historical extracts of Deployment #2 In -Scope Data, as defined
in Table 2, and configure live data connections (updated up to once daily).
iii. Configure a data model with entities that represent logical objects related to Deployment #2 In -Scope
Data.
(Version) December 15, 2023 Order — Confidential
iv. Expose the unified data and analytics in eight (8) standard screens of the C3 At Law Enforcement
application:
i. Executive Dashboard - displays jurisdiction -wide crime trends and a geospatial view for
viewing, filtering, and exporting groups of cases
ii. Search - returns relevant detail pages for any query across all ingested data
iii. Case Details - generates a simple, interconnected page for viewing case narratives,
evidence, and associations
iv. Identity - automatically creates a single -pane -of -glass summary of criminal history,
relationships, media, and pattern of life for any individual
v. Blackboard- explores relationships between identities based on available relationship
types across data sources
vi. Investigations - Create collections of detail pages and collaborate with other application
users, with an auditable log of user actions
vii. Search History - view user searches and justifications for transparent administration and
application usage reports
viii. Vehicle Details - lists associations across identities, cases, and citations alongside license
plate reader collections
V. Configure up to four (4) role -based access control tiers to manage application and data access.
Complete integration, quality assurance, user acceptance, and performance testing.
Vi. Provide up to three (3) remote C3 At Law Enforcement training sessions to Rosemead's end-users.
The scope of Deployment #2 C3 At Law includes access for up to 30 named end-users.
Customer will need to perform the following activities to ensure a successful deployment:
i cS@A1_go „ r 4...,..,,.., upa of ;Jnd@FSt,,.., iRg rn WJr with the T ,gs ..,.oto.. (;9u -ty Sh@Fiff's nff &-
POF...:tURg r� 6r t. ,,,., OSS the r.. c, GPO rite in Tab]@ 2
4471.Provideaccess to and work with C3 At to set up live data connections to Deployment #2 In -Scope Data
sources in Table 2.
iii -ii. Make subject matter experts and other Rosemead PD personnel available as described in Table 3.
Support product configuration by attending workshops.
civ. Inform C3 At of all necessary steps and certifications needed for data access and deployment, including
locations of access points, required clearances, and/or background checks
Table 2: In -Scope Data
(Version) December 15, 2023 Order — Confidential
Expected Data
Type of Data (System Name)
Description and example fields
format and
frequency
LA County Sheriff s Records
Agency -wide information, records, documents, or files
CSV; daily
Management System
pertaining to law enforcement operations.
LA County Sheriff s Jail Data
Agency -wide inmate management and incarceration data
CSV; daily
System
Flock ALPR
License plate reader data
API; dail
LA County Sheriff s CAD
Agency -wide 911 call dispatch data
API; daily
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Table 3: Required Customer and C3 AI Resources
Team
Role
Responsibilities
Executive Sponsor
Ensure overall project direction, unblock issues
Project Manager
Manages the day-to-day activities of Project team
1.5 FTE
C3 At
Data Scientist
Develops and validates machine learning models
1 FTE
Solutions Engineer
Performs data integration, supports machine learning, configures
2 FTE
application user interface
Executive Sponsor
Ensure overall project direction, unblock issues
Project Management
Day-to-day project operations and co-ordination with other
1 individual throughout the
resources and groups
project (<4 hours per week)
IT/Systems Resource
Supports extraction of required data, and integration to source
Rosemead
(1-2 hours per week during
the first 4 weeks)
systems
Subject Matter Expert
Join and participate actively in weekly meetings to provide
1-2 individuals (1-2 hours per
required subject matter expertise and feedback through the
week during first 8 weeks)
project
(Version) December 15, 2023 Order — Confidential