The URL can be used to link to this page

CONTRACT 5776 Vender Agreement CLOSEDAgreement No. 5776 EI Segundo Police Department SPIDR Tech Pilot Propoisal Created: 8/14/2019 Expires: 12/30/2019 Prepared for: Chief Whalen and Captain Bermudez, EI Segundo Police Department Prepared by: Mandy Duffy, Head of Sales and Customer Success, SPIDR Tech Agreement No. 5776 sP oOR SPIDR Tech was founded by former law enforcement officers to help law enforcement agencies leverage their own data to improve public perception and increase efficiency by providing excellent customer service. Following extensive market research, we designed and built the world's first comprehensive, customer service infrastructure for law enforcement with the goal of improving communication and transparency between agency and community. Overview of the Technology The SPIDR Tech Platform is designed to incorporate relevant data from your agency's Records Management System (RMS) and/or Computer Aided Dispatch (CAD) system to automatically generate and send customized text and email messages to victims of crime and reporting parties. Subsequently, customers will receive mobile -friendly surveys comprised of questions chosen by your agency that can be utilized to measure community trust and satisfaction. The platform offered in this proposal is entirely Software -as -a -Service (SaaS) and requires no hardware to be installed locally with the agency. The software can be accessed using any modern browser, such as Chrome, Firefox, Safari, and Edge. Your agency can push data to the SPIDR Tech Platform via our Application Program Interface (API), or the SPIDR Tech deployment team can read data from a server through a secure connection. Supporting Customer CJIS and Security Requirements Working with law enforcement data requires special security considerations, and SPIDR Tech supports these requirements. We perform background checks on all employees and will subject all project personnel to agency background checks if requested. Our teams have passed all FBI screenings in the past for projects with other law enforcement agencies. 2of18 Agreement No. 5776 SPIDR Tech uses Amazon Web Services (AWS) GovCloud for data hosting. AWS follows Criminal Justice Information Services (CJIS) compliance guidelines and we possess all supporting documentation detailing our compliance. Our data center is in the USA, an isolated AWS region, and is used for highly sensitive workloads. It is important to note that SPIDR Tech does not install, own, or manage any equipment within your agency's network. Our services are hosted in the cloud, and the networks talk to each other via a secure Virtual Private Network (VPN) or API. SPIDR Tech utilizes a Federal Information Processing Standard (FIPS) 104-2 compliant encryption method to encrypt CJIS data at rest, including database backups and volumes. As an additional precaution, The SPIDR Tech Platform encrypts CJI data such as driver's licenses and social security numbers if an agency chooses to provide those items as part of the data transfer. Victim Notifications Module imm "I'll'illililllllll��,��'ll"�,��,�,�,.-Ilmi ,. :lello P—riene -,.ink ynll'nrrnnrart rr"'.,•a�n Irv', +,rs' i, I' I 'n �'v�v nnI. W,. on Thu. November 15, 2013 At 07:34 Ph1 r cyu clog a to "TbitftN^lyp<zi0ul �, '' m„ �n�r, '•;'.n::' I,n l •'; I,' a •+ cict, an 0! 10951(.) vC The �I'kcr Ole: rnnr'ln11 -V--AM-1—ft. v,au: reporr number is 82186 Please knee Ihls'or your ,earls Y!n !�I:e UrC :fllf � OI ul:lO l�l'(I JCIY +Cr'�Y. IY Jrfll �\'I'I dO �.'L•IV llln�'l:l't'r Cif Pe''�e! "J i.s :LL\'IUI llt'_ f11J:Llr In'nC meas llTC. Ne Inllel'I ng 5 InIORf!atlor. rela:en rc a�in mcg B'r•�,•Pu orn�iVou I•, � I i,&',nnr, IY .0 "'a'wk'u�ln' n pcl.on I� _�Iprnla colnnl's t•rc :nnu �I Lhrl an11 urla.vful :,'r•ny� uI urs Irg cl i .•cl.:lc by • tlnving pr mtned'.CIIILIe GL`Gnging lL Jnu:ICI .wmnnr the o\vners [in<enr. an0 lur_Ile lntcn:.u pcll,unun:��r trr•Iporurdyueplr;u l':c u\\•ncr uru :•c;,�c V uu 4'.a �t t1.1'u Iu"art ryl�uux,a .l!.dr,�V'� tO',6"�IIr'I. �p nrdll I,InC',+'I':Lf kP11'cly ire ve7 urhdlr'';pnkey nln rtl i ��I 5u\pc •"I+r nutlrg r;n,v„I;V r' n cus, :nron+mr,u,,n�:P•1�'+""I°.1III 11d7he ken, rr a t-- ,d me ,'I'",•'..,r, nlT�lclJ.., crhnlnu SA,gu lc upt•—o ulc�:anJ.I vpp it g rcr:rrs :u '9nd _urS I 111L tcvc h.dk k . y ol'my Fr._to c"nr. —ch rlmP ImklrP The Victim Notifications module will integrate with your RMS to automatically generate and send customized text and email messages to victims of crime. These messages will decrease administrative calls to your records and investigations departments by proactively providing the most commonly requested information. Case studies have shown that victims of crime who receive SPIDR Tech emails and texts are 43% less likely to call asking for more information regarding their case. For specific crime categories, the system will send the victim a tailored message that can include critical report information, including (but not limited to): • The date and time of report filing • The general category of crime • The name of the Officer/Deputy who took the report • The report number 3of18 • Who to contact and when • Next steps in the investigation process • Investigation criteria • Crime prevention tips • Crime definitions • Information on victim resources • Advocacy information • Community outreach/program information • Social media links • Upcoming events Example Crime Categories: i Auto Burglary Burglary Assault/Battery Robbery Arson Carjacking Assault with a Deadly Weapon Court Order Violation Fraud False Imprisonment Vandalism Prowling Stalking Trespassing Fraud Forgery Arrest Notifications *POLICE r+lln U. . , re T. Cr`ollce DzpiNrer'x0u10 un to n'pmIt, T t: on 10136201a1isr -, ;s,r'c,-.eco mis —o c,r oc to be ,oc w.r]n:r- —per_ a.0 me 1T[ ota .mlmnn en1 ,,e:,,y p,r. „I,z-- IneP rnan.'nn rr r, r r.rd:n , app cute+rent or c, inpoC7orrt l tre unser ce l- y -o ry Iu lxe'o mpk!]n lmpeet v 1, 111 la�e•pltn'•O:nl�ur 11 Icct A1rc 11-11111Inn-iJai 1. 11— nae, nt., c1ne `nrr r; ,I dl wrnr: If� Etnalc uc ^.m_rcr.ma - talar,.:KlrtN'�rA:r�ley�In,Lp—m— r..II 1r .•.0 Y\I �:r leerrl mr �nllrre i,n.,, :: it l I,rr lrl. ,.i �: Ir, ell clr -•,IIr .I1cirru -errnr rneyry-rl nyr.! 5 lu...n 11,1:e:a ]: D Jpea^.-gent Fze: tq:.vr'crt,]-'i=J`':1 =Jit hterpr I- ]:�. i:0 a1.1 Sc•?pl. n,llr. urp rrrn.........,'�p ]r2 ]TXOEp'r]r.r le„ ]I rl]nt] r U9 r4 ],E r lint a Ce'rz,ud Y.Im'a •ne]t, r-eLEr :.nl] CLinp ]rd -3 p2 Ree rr: - rnmrt.: nn �ar...cmrnr n• �nlr;a :n•rr.�rnlr �r rrtwl rr I:nr n yr: ry rrnrr:; -3t R.rR;0u35p rJ:e:Cd.—I rig—: -¢,, e, ---Tp ql! b•r'�e_On IGJ. ^rlf n5 iter¢ �ro-v tro pr rn •r:p•r ln.ncr nrron.r nn. rg-•,.Inn .:, Hour... ..er. rL•r rlr ,Inv �ii Agreement No. 5776 BPIDR I Theft Forgery Brandishing a Weapon Criminal Threats Hit and Run Shoplifting Traffic Accident Report Identity Theft Arrest Notifications are automated messages that can be sent to victims of any crime. These notifications automatically inform victims that an arrest has been made pertaining to their report. Today, many agencies don't inform victims when an arrest has been made and those that do, do so manually via phone call, or through the use of an opt -in, victim registration system. Doing so manually is difficult to track and is costly due to the amount of necessary labor. Using a victim registration system puts the burden of work on the crime victim. By automatically notifying victims of an arrest, you can decrease the amount of administrative effort required by your agency while raising the bar for customer service. 4of18 Agreement No. 5776 srmoR E C M CALF Autoresponder Module The CAD Autoresponder module integrates with your ),I,, Computer Aided Dispatch (CAD) to automatically send text Youm tartedRedendollearhPalireOMP&t -nt messages to your reporting parties (RPs) after a CAD Event r wy 7a 201R atm 57 P1a Ya rtrlydert Number is l803M6 is generated. Your agency can customize these messages Tha kyeuforrJuill;°, Vie strlvewrk proMr based on CAD event type to provide RPs with a "receipt" for ,A—, lYcallent senrke. PARS. rA oY, — Dead Body Report eurerRl,Y:y line(31 W their call. You can also include helpful information, such as a (WAWrollan.upiT nl,vavey- Gleex w9 9-,-1 fur ad emrraalciaa. Found Person if yai I'M yaw vehicle at a lata date please link to online reporting or a non -emergency number to call if notdy the local law enforcement agency where yew veh de ,s fowl to report its rlcavery. the RP has an update. If the REPO recoverea your veMe, please ramew Illegal Parking the lollowtrlg policy. Found Weapon I W1f' 'y bl V:rr PI: I VI. I,Ilu. u, ""4" Animal Incidents ' ° " Ni id,"`I' "`°" Delayed Arrival Messages To rbral !qy nF the re IFw Delayed Arrival Messages automatically update an RP if an V " officer has not marked themselves on scene for a Me, sly, law inru,mYadonv Patrol Requests °� """"" "' °`'" ` °"'"'"`"`'"' "'" predetermined period of time. For example, if a loud party rhankyou, call has beenueued for 60 minutes, the SPIDR Tech q Redonoo Beach Police Depar"ent rm. STop"rD,exld platform can send an automated text message to the RP, Health and Safety explaining that priority call volume is high and an officer will Vandalism respond to their incident as soon as one is available. When there is a delay in service, proactively sending an RP information regarding the status of an officer response will help set expectations and prevent frequent call-backs that occupy dispatch lines and resources. Example CAD Event Categories: Disturbances Battery Dead Body Report Hit and Run Suspicious Circumstances Assault Deadly Weapon Found Person Drunk Driver Thefts Indecent Exposure Found Property I I Violation Restraining Order III Illegal Parking Criminal Threats Found Weapon I Annoyance/Threat Animal Incidents ( Arson I Group Fight Abandoned Vehicle Vehicle Accidents Embezzlement Harassment/Stalking Animal Bite Patrol Requests Identity Theft Hazard Missing Person Transient Person Defrauding an Innkeeper Illegal Dumping i Health and Safety Burglary Vandalism Keep Peace Shots Heard Mentally III Graffiti i� I Lost Animal ' Mandown Forgeries Trespassing Lost Person Drunk/Drugs in Public Robbery Lewd Conduct Lost Property Stolen Vehicle 5of18 Did the police respond in a timely manner in regard toy our report? o ,'e`• ® Nn How would you rate the profmionallsm of the department In regard to your pollee report? ® Ver/ hlgn Dual ty ® High duality ®ry Neitmer hag^n_r I—yualit'y V Low ,qualm; ® Ver; law quali ,. Overall, how do you feel about the Seattle Pollee Department? ® IJnr ar allcxeverd ® Snmrv: h,y*;.}ricfirtd ® t ticflca ® very 5a*FlMJ ® Dolq-[,d Agreement No. 5776 GPIle PIR Survey Module Surveys are delivered to the RP and crime victim via email and/or text message following an interaction with your agency. These surveys enable you to benchmark and track community perception. Requesting feedback is a common and valuable practice for the private sector. Companies use this data to improve services, track initiatives, and identify weaknesses. Today, agencies understand they cannot improve without measuring their interactions with the community. It's important to note that these surveys are sent based on incident, allowing you to measure each community interaction independently. This is different from public sentiment surveys, which include survey responses from individuals who have never interacted with your agency. By surveying your customers regularly, you can include monthly survey trends in your CompStat model, relay officer/dispatcher commendations that reinforce positive community interactions, and identify issues before they become liabilities. SPIDR Tech will provide agency personnel with daily survey updates containing survey responses, as well as more in-depth survey analysis reports on a periodic basis. All survey response data can be broken down by area, crime type, call type and date. MrI,,r, Monterey Park POLICE _ Z>.: ^.. Wed, AtVnt 29, lata �, rlrnrercy v:,rk Pnlv�naranrrn^I(;Ip;ir :: W1�9.Y.lq!-1't.7"1.F7 `?pCL`Ad `i];la St FFE: 41�3A !c r_clfriRStF'�?tl1§, s,a•��. R'��'fil;§h YA7kLt:z`!!$': �!EF7di Ff •��J:t?Y!m" .R C.tEIC:JtSap.iS� IylnE72 Sang SiSFr�9 ftlKlrlas � T��cs " �••.... :a;arlr.a�n r�:�fri9 92r,a��l��r�.a,ater�x�r►tasf ti�m;ef,3;rs,l°..., ;ai-xs. x111rigy�BC'i!_�'4 Jc3;?i�&S1P.rJt#I:.H.; Nri!z8 �3. sa4Yt131Gfir:±�. is�l5tt$F'�'-R ;nye rt�4s,r,tE:f[setr. ;iN:rtner�._SBAti".`. ec;r,; :e; ,,,j hl�i'41'e+'=x 32Y". fll I^fnI:�COn:tell, int Yi Clm` p it ;r r. 2'tt ;!L;H� r. z38ek N;.+Rr! .' a+'F'A^, ,_ � ,V °�U.LiM �dl`-`x� °>:,;i ie felt`•. -:731 ray '75P1 i+® *r3efi rfA F. "3F Multi -Lingual Functionality Your message templates can be sent in up to three languages. For example, Monterey Park Police Department in California sends all of their messages in English, Traditional Mandarin, and Spanish. The agency can also solicit survey responses in multiple languages. This feature allows your agency to be inclusive of a majority of the community, ensuring people receive the information they need in a language they understand. 6of18 Agreement No. 5776 eP110 1 Customizations for Your Aciency SPIDR Tech will provide a 10% discount on the subscription amount, and a 66% discount on the deployment fee to EI Segundo Police Department as a local agency and a Mark43 RMS customer. SPIDR Tech is offering to EI Segundo PD up to a 3 year contract at the discounted rate. • Option for one year of the Victim Notification and Survey subscription at a total cost of $14,083.00 • Option for a three-year agreement (to lock -in discounts) for a total cost of $37,249. SPIDR Tech software pricing has two components: the subscription cost and the initial deployment fee. The subscription cost includes all messages (text and email), all software, and all professional services. The price is based on the sworn size of your agency. List pricing for two modules is $198/sworn/year. List pricing for all three modules is $297/sworn/year. SPIDR Tech: Victim Notifications and Surveys Year 1 Price Discount Net SPIDR Platform Annual Subscription fee for the annual term. Subscription Includes: Victim Notification Module, and $12,870 -$1,287 $11,583 Surveys Module. Deployment and Installation Deployment and installation fee (with Mark43 $7,500 -$5,000 $2,500 discount) Maintenance and FREE FREE Support Maintenance and support fees for the term 6 Total: $20,370 -$6,287 $14,083 SPIDR Tech: Victim Notifications and Surveys Years 2 and 3 Price Discount Net SPIDR Platform Annual Subscription fee for the annual term. Subscription Includes: Victim Notification Module, and $12,870 -$1,287 $11,583 Surveys Module. Maintenance and ' FREE FREE Support Maintenance and support fees for the term. Total: $12,870 -$1,287 $11,5831 7of18 Agreement No. 5776 SPIOR Please note: All pricing and discounts described in this Proposal are contingent upon Customer's execution and return of this Proposal no later than 10/31/2019 (unless countersigned by SPIDR Tech). By signing below, each party acknowledges that it has carefully read and fully understood this Agreement, and each agrees to be bound by the terms of the Agreement. The Agreement becomes effective upon the date of last signature (the "Effective Date"). The individuals signing this Agreement represent that they have the authority to bind the respective parties to the terms of this Agreement. SPIDR Tech, Inc. Customer Signature: Signature: Name: Rahul Sidhu Name: Title: Chief Executive Officer Title: Date signed: Date signed: SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is made as of C ), 201 L] (the "Effective Date"), by and between SPIDR Tech Inc., a Delaware corporation with offices at 1100 Manhattan Boulevard #203, Manhattan Beach, CA, 90266 ("SPIDR Tech"), and the Customer identified in the attached Sales Proposal. SPIDR Tech and Customer may be referred to as a "Party" herein and together as the "Parties." The Sales Proposal executed by and between SPIDR Tech and the Customer (the "Sales Proposal") and the terms therein shall be deemed incorporated herein. WHEREAS, SPIDR Tech's proprietary systems, applications and related APIs permit police departments to gather, review and analyze data in connection with law enforcement intelligence, officer productivity and related community engagement. WHEREAS, Customer desires to access and use SPIDR Tech's proprietary system, and SPIDR Tech desires to provide such access, in accordance with the terms and conditions herein; NOW, THEREFORE, in consideration of the covenants set forth herein, SPIDR Tech and Customer hereby agree as follows: 1. Provision of the Service. 1.1. Provision Generally. SPIDR Tech will provide Customer with access to SPIDR Tech's proprietary service for the modules specified in the Sales Proposal (collectively the "Service") in accordance with the terms and conditions of this Agreement. In order to access and use the Service, Customer is responsible at 8of18 Agreement No. 5776 its own expense for obtaining its own Internet access, and any hardware and software required therefor. 1.2. Grant of Riahts. Subject to the terms and conditions of this Agreement, SPIDR Tech hereby grants to Customer a limited, non-exclusive, non -transferable right to access and use the Service, solely for Customer's purposes during the Term. All rights not expressly granted to Customer are reserved by SPIDR Tech and its licensors. There are no implied rights. 1.3. Restrictions. Customer shall not (and shall not allow any third party to): (a) use the Service for the benefit of any third party, or to develop or market any product, software or service that is functionally similar to or derivative of the Service, or for any other purpose not expressly permitted herein; (b) permit any third party or individual to access or use the Service; (c) sell, distribute, rent, lease, service bureau, post, link, disclose or provide access to the Service, directly or indirectly, to any third party; (d) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; or (e) use any robot, spider, scraper or other automated means to access the Service, or engage in any scraping, data -mining, harvesting, screen -scraping, data aggregating or indexing of the Service. Customer shall keep all passwords and API Keys provided to it safe and secure, and shall be responsible for all use of the Service using passwords or API keys issued to Customer. Customer shall notify SPIDR Tech immediately of any actual or suspected unauthorized use of its passwords or API keys for the Service. Without limiting any of its other rights or remedies, SPIDR Tech reserves the right to suspend access to the Service if SPIDR Tech reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement (in which case, it shall provide Customer prompt written notice of such suspension). 1.4. Customer Cooperation. Customer shall: (a) reasonably cooperate with SPIDR Tech in all matters relating to the Service; (b) respond promptly to any SPIDR Tech request to provide information, approvals, authorizations or decisions that are reasonably necessary for SPIDR Tech to provide the Service in accordance with this Agreement; and (c) provide such Customer materials or information as SPIDR Tech may reasonably request to provide the Service and ensure that such materials or information are complete and accurate in all material respects. 2. SPIDR Tech Technology. In connection with providing the Service, SPIDR Tech and its licensors shall operate and support the hosted environment used by SPIDR Tech to provide the Service, including the SPIDR Tech Technology, the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, documentation and all other technology or information so used by SPIDR Tech. As used herein, "SPIDR Tech Technoloav" means all of SPIDR Tech's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, MUMN Agreement No. 5776 techniques, designs and other tangible or intangible technical material or information) made available to Customer by SPIDR Tech in providing the Service. s. Downtime. Subject to the terms and conditions of this Agreement, SPIDR Tech shall use commercially reasonable efforts to provide access to the Service for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. Customer agrees that from time to time the Service may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which SPIDR Tech may undertake from time to time; or (iii) causes beyond the control of SPIDR Tech or which are not reasonably foreseeable by SPIDR Tech, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures, or failures or issues experienced by the Hosting Contractors independent of and not related to the Service or SPIDR Tech (collectively "Downtime"). SPIDR Tech shall use commercially reasonable efforts to provide twenty-four (24) hour advance notice to Customer in the event of any scheduled Downtime. SPIDR Tech shall have no obligation during performance of such operations to mirror Customer Data on any other server or to transfer Customer Data to any other server. SPIDR Tech shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the service in connection with Downtime, whether scheduled or not. 4. Ownership. Customer acknowledges and agrees that as between SPIDR Tech and Customer, all right, title and interest in and to the Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on or made available through the Service, other than Customer Data), the SPIDR Tech Technology and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by SPIDR Tech or its licensors, and this Agreement in no way conveys any right, title or interest in the Service or the SPIDR Tech Technology other than a limited right to use the Service in accordance with the terms and conditions herein. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names or logos. Customer shall not remove any SPIDR Tech trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service. 5. Fees; Payments; Taxes. 5.1. Fees. In consideration of the provision of the Service hereunder, Customer shall pay SPIDR Tech the fees as set forth and the scheduled laid out on the Sales Proposal. 5.2. Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with this Agreement, the Service, or Customer's access to the Service. Customer shall be solely responsible for all 10 of 18 Agreement No. 5776 sPIOI.R such taxes, duties and charges (except for taxes imposed on SPIDR Tech's income), which may be invoiced by SPIDR Tech from time -to -time. 5.3. Pavment Method. Customer shall make all payments hereunder, in US dollars, in the manner specified by SPIDR Tech, and without deduction of any charges, taxes or other amounts. 5.4. Late Pavments. Customer shall pay interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse SPIDR Tech for all costs and expenses, including attorneys' fees, incurred in collecting any unpaid amounts owed by Customer hereunder. s. Term; Termination. 6.1. Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as set forth herein, shall continue for the period and in the manner set forth in the Sales Proposal. Either Party may terminate this Agreement by providing the other Party 30 days advance written notice of its desire to terminate. The entire term before termination is collectively referred to as the "Term" herein. 6.2. Termination for Breach. Either Party may terminate this Agreement by written notice thereof to the other Party, if the other Party materially breaches this Agreement and does not cure such breach within 30 days after written notice thereof. 6.3. Effects of Termination, Survival. Upon any termination of this Agreement: (a) all rights granted to Customer hereunder shall terminate and SPIDR Tech shall no longer provide access to the Service to Customer, and (b) Customer shall cease using the Service. Any obligations that have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive termination of this Agreement: Sections 4 through 12. 7, Customer Data. 7.1. Data Generallv. All data and information which the Customer inputs or provides to the Service (the "Customer Data") is stored in a private and secure fashion (as regulated by CJIS requirements), and will not be used by SPIDR Tech except as permitted herein. Customer hereby grants to SPIDR Tech a limited, non-exclusive, non -transferable, royalty -free right to use, reproduce, manipulate, display, transmit and distribute the Customer Data solely in connection with providing the Service to Customer, and improving and developing the Service. In addition, SPIDR Tech may analyze Customer Data, and data of other customers, to create aggregated or anonymized statistics or data that do not identify Customer or any individual, and SPIDR Tech may during and after the Term use and disclose such statistics or data in its discretion. Except as specified otherwise in this Agreement (including the Sales Proposal), Customer shall be 11 of 18 Agreement No. 5776 ar�iara solely responsible for providing, updating, uploading and maintaining all Customer Data. The content of Customer Data shall be Customer's sole responsibility. SPIDR Tech shall operate the Service in a manner that provides reasonable information security for Customer Data, using commercially reasonable data backup, security, and recovery protections (as regulated by CJIS requirements). 7.2. Additional Customer Resoonsibilities. Customer is solely responsible for all Customer Data. SPIDR Tech does not guarantee the accuracy, integrity or quality of Customer Data. Customer shall not: (a) upload or otherwise make available to SPIDR Tech any Customer Data that is unlawful or that violates the rights of any third parties; (b) upload or otherwise make available to SPIDR Tech any Customer Data that Customer does not have a right to transmit due to any law, rule, regulation or other obligation; (c) use, upload or otherwise transmit any Customer Data that infringes any intellectual property or other proprietary rights of any third party; (d) upload or otherwise make available to SPIDR Tech any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment; (e) interfere with or disrupt the Service or servers or networks connected to the Service; (f) upload or otherwise make available to SPIDR Tech any Customer Data that constitutes protected health information subject to the Health Insurance Portability and Accountability Act or any regulation, rule or standards issued thereunder; or (g) violate any applicable law, rule or regulation, including those regarding the export of technical data. 8. Representations and Warranties; Disclaimer. 8.1. General Reoresentat ions and Warranties. Each Party hereby represents and warrants to the other Party that: (a) it is a corporation, company or other entity (as applicable) duly organized, validly existing and in good standing in its jurisdiction of organization; (b) its execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary organizational action on its part; (c) the provisions set forth in this Agreement constitute legal, valid, and binding obligations of such Party enforceable against such Party in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors' rights generally; and (d) its execution, delivery and performance of this Agreement do not and will not conflict with, result in a breach of, constitute a default under, or require the consent of any third party under, any agreement or other obligation to which such Party is subject. 8.2. SPIDR Tech limited Warranty. SPIDR Tech warrants that it will provide the Service in a competent and workmanlike manner. SPIDR Tech does not warrant that it will be able to correct all reported defects or that use of the Service will be uninterrupted or error free. SPIDR Tech makes no warranty regarding features or services provided by any third parties. SPIDR Tech retains the right to modify its services and the SPIDR Tech Technology in its sole discretion; provided that doing so does not have a material adverse impact on the Service hereunder. 12 of 18 Agreement No. 5776 SPIOR T 6 C M Customer's sole remedy for SPIDR Tech's breach of the warranty in this paragraph shall be that SPIDR Tech shall remedy the applicable error, or if SPIDR Tech is unable to do so in a timely manner, refund to Customer actual damages up to a limit of the fees paid for the Service for the 6 -month period immediately prior to when the breach of warranty occurred. 8.3. Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 8.1-8.2 ABOVE, SPIDR TECH MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, (B) THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. 9. Limitations of Liability. 9.1. Damaaes Cap. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SPIDR TECH'S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO SPIDR TECH UNDER THIS AGREEMENT DURING THE PRIOR 6 MONTHS. 9.2. Disclaimer of Indirect Damaos. EXCEPT FOR (A) CUSTOMER'S OBLIGATION TO PAY ALL AMOUNTS DUE HEREUNDER, (B) ITS INDEMNIFICATION OBLIGATIONS OR (C) ITS BREACH OF ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS OR RESTRICTIONS HEREIN (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE OF THE SERVICE), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. 9.3. Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT SPIDR TECH HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE. lo. Indemnification. 13 of 18 Agreement No. 5776 1o.1. SPIDR Tech Indemnification. SPIDR Tech shall defend, indemnify and hold harmless Customer and its directors, officers, employees and agents ("Customer Indemnified' Parties") from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") to the extent based on any claim that the Service infringes, misappropriates or otherwise violates (collectively, "Infrinaes") any third party intellectual property or proprietary right (excluding patents). 10.2. Customer Indemnification. Customer shall defend, indemnify and hold harmless SPIDR Tech and its directors, officers, employees, agents and providers ("SPIDR Tech Indemnified Parties") from and against any Claims to the extent based on any claim that the Customer Data Infringes any third party intellectual property or proprietary right (excluding patents). 10.3. Indemnification Process. As conditions of the indemnification obligations in Sections 10.1-10.2 above: (a) the applicable Customer Indemnified Party or SPIDR Tech Indemnified Party (the "Indemnitee") will provide the indemnifying Party (the "Indemnitor") with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor's indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of such Claim, and (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor's evaluation, defense and settlement of such Claim. In defending any Claim, the Indemnitor shall use counsel reasonably satisfactory to the other Party. The Indemnitor shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the other Party (not unreasonably withheld). 10.4. Exclusions. SPIDR Tech's obligations in Section 10.1 above shall not apply to any Claim to the extent arising from or relating to (a) misuse of the Service (including any use not strictly in accordance with the documentation therefor, SPIDR Tech's instructions, and this Agreement), (b) any modification, alteration or conversion of the Service not created or approved in writing by SPIDR Tech, (c) any combination of the Service with any computer, hardware, software or service not provided by SPIDR Tech, (d) SPIDR Tech's compliance with specifications or other requirements of Customer, or (e) any third party data or Customer Data. If the Service is or may be subject to a Claim of Infringement described in Section 10.1 above, SPIDR ,Tech may, at its cost and sole discretion: (i) obtain the right for Customer to continue using the Service as contemplated herein; or (ii) replace or modify the Service so that it becomes non -Infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to Customer any pre -paid fees for the Service associated with the then -remaining Term. SPIDR Tech's obligations in this Section 10 shall be SPIDR Tech's sole obligations, and Customer's sole remedies, in the event of any Infringement of intellectual property or proprietary rights by or related to to the Service. 14 of 18 Agreement No. 5776 SPI13R T e c H 11. Confidentiality. 11.1. Definition. "Confidential Information" means information that is disclosed by either Party (the "Disclosing Parke") to the other Party (the "Receiving Party") hereunder during the Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, except that "Confidential Information" shall not include any information that (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the Receiving Party; (b) is rightfully in the Receiving Party's possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both Parties; and (ii) the Service and SPIDR Tech Technology shall be deemed Confidential Information of SPIDR Tech, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential. 11.2. General Obligations. Each Party agrees that it will during the Term and thereafter (a) not disclose the other Party's Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use the other Party's Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose the other Party's Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 11; and (d) protect all Confidential Information of the other Party from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a Party from disclosing Confidential Information of the other Party to the extent required by applicable law, rule or regulation (including a court order or other government order) or the rules and regulations of the SEC or any national securities exchange; provided that such Party provides the other Party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other Party to seek confidential treatment thereof, to the extent such cooperation is requested by the other Party; or (ii) a Party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirors; provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 11 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable). 15 of 18 Agreement No. 5776 SPIOR T H C H 11.3. Return or Destruction. Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party's Confidential Information in tangible form, upon the termination of this Agreement; provided that (a) Receiving Party may retain a copy of Disclosing Party's Confidential Information solely for the purposes of tracking Receiving Party's rights and obligations hereunder with respect thereto, (b) Receiving Party may retain copies of Disclosing Party's Confidential Information solely to the extent required by law or by applicable professional standards which require such Party to retain copies of its working papers, and (c) Receiving Party may retain Disclosing Party's Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination. 11.4. Feedback. Notwithstanding the above or anything to the contrary herein, to the extent that Customer at any time provides SPIDR Tech with any feedback or suggestions regarding the Service, including potential improvements or changes thereto (collectively, "Feedback"), the Feedback shall not be considered Confidential Information of Customer, and SPIDR Tech shall be free to use, disclose, and otherwise exploit in any manner, the Feedback for any purpose. 12, Miscellaneous. 12.1. Compliance with Laws. Each Party shall comply with all laws, rules, regulations and ordinances applicable to its activities hereunder. 12.2. Hostina Providers. Customer acknowledges that the Service is hosted by third party hosting providers (the "Hosting Contractors"). SPIDR Tech may change its Hosting Contractors at any time. Customer's use of the Service is subject to any applicable restrictions imposed by the Hosting Contractors. Notwithstanding any other provision of this Agreement, SPIDR Tech shall not be liable for any problems, failures, defects or errors with the Service to the extent caused by the Hosting Contractors. Customer acknowledges that the fees payable for the Service reflect the fact that SPIDR Tech is not responsible for the acts and omissions of the Hosting Contractors. 12.3. Assianment. Customer may not assign this Agreement, or assign any of its rights or delegate any of its obligations under this Agreement, without the prior written consent of SPIDR Tech. SPIDR Tech may freely assign this Agreement, or assign any of its rights or delegate any of its obligations under this Agreement. Any purported assignment or delegation in violation of this paragraph is null and void. This Agreement will bind and inure to the benefit of each Party's successor and permitted assigns. 12.4. Entire Aareement: Amendment. This Agreement (including the Sales Proposal attached hereto) contains the complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto. No pre-printed terms on any purchase order, invoice or similar document issued in relation to this Agreement shall have any effect on the Parties or this 16 of 18 Agreement No. 5776 sPIOR Agreement. This Agreement may be amended or modified only by an express written agreement signed by duly authorized representatives of both Parties. 12.5. Notices. Unless otherwise specifically provided herein, all notices required or permitted by this Agreement shall be in writing and may be delivered personally, or may be sent by facsimile, overnight delivery or certified mail, return receipt requested, to the addresses provided in the Sales Proposal. 12.6. Force Maieure. SPIDR Tech shall not be liable or responsible to Customer, nor be considered to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement to the extent such failure or delay is caused by or results from any act, circumstance or other cause beyond the reasonable control of SPIDR Tech, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either Party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable technology or components, telecommunication breakdown, or power outage. 12.7. Publicitv. SPIDR Tech shall have the right to use Customer's name and logo on client lists published on SPIDR Tech's website and in marketing materials. SPIDR Tech may announce the relationship hereunder in a press release provided that SPIDR Tech obtains Customer's prior approval of the wording of the release (not to be unreasonably withheld). 12.8. Choice of Law. This Agreement is and will be governed by and construed under the laws of California USA, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result. The Parties hereby consent to the jurisdiction of any federal or state court located in the state of California for any claim or other proceeding related to this Agreement or their activities hereunder, and waive any objections of improper venue or inconvenient forum. 12.9. Iniunctive Relief. Each Party acknowledges that its breach of any intellectual property or confidentiality obligations or restrictions herein (including any limitations or restrictions on use of the Service) will cause substantial harm to the other Party that could not be remedied by payment of damages alone. Accordingly, the other Party will be entitled to seek preliminary, temporary and permanent injunctive relief, and other equitable relief, for any such breach, without any requirement to post bond, in any court of competent jurisdiction. 12.1o. Relationshio of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise or employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. 17 of 18 Agreement No. 5776 SPIOR 12.11. Waiver. No waiver by either Party of any of the provision of this Agreement is effective unless explicitly set forth in writing and signed by such Party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 12.12. Severabilitv. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction. 12.13. Hedinas; Interpretation. Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words "include," "includes," or "including" in this Agreement shall not be limiting and "or" shall not be exclusive. 12.14. Counterparts. This Agreement may be executed in two counterparts (which may be delivered by .pdf or other facsimile format acceptable to the Parties), each of which shall be an original and both of which taken together shall form one agreement. 18 of 18 Agreement No. 5776 1. INDEMNIFICATION. SPIDR agrees to the following: A. SPIDR indemnifies and holds City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of SPIDR Tech's negligent performance or willful misconduct, except for such loss or damage arising from City's sole negligence or willful misconduct. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of SPIDR Tech's negligent performance or willful misconduct SPIDR will defend City (at City's request and with counsel satisfactory to City) and will indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. B. Intellectual Property Infringement. Notwithstanding any provision to the contrary, SPIDR will, at its own expense, indemnify and defend City against any claim that SPIDR's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, SPIDR will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, City must (a) give SPIDR prompt written notice of any such claim; and (b) allow SPIDR to control, and fully cooperate with SPIDR in the defense and all related settlement negotiations. City agrees that if the use of SPIDR's services or work product becomes, or SPIDR believes is likely to become, the subject of such an intellectual property claim, City will permit SPIDR, at its option and expense, either to secure the right for City to continue using SPIDR's services and work product or to replace it with comparable services and work product. C. For purposes of this section "City" includes the City of El Segundo and its elected and appointed officials, officers, employees, and volunteers. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. 2. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, SPIDR will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tyoe of Insurance Limits Commercial general liability: $1,000,000 Technology Errors $1,000,000 and Omissions Liability Cyber Liability $1,000,000 Privacy Liability $1,000,000 Workers compensation Statutory requirement ✓ B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form Agreement No. 5776 No. CG 00 01 1185 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. C. Technology Errors and Omissions Liability Insurance will cover all third party claims arising out of any act, error, omission or breach of contract provision of SPIDR's technology services, including loss arising from destruction of data, in the amount set forth above per occurrence. D. Cyber Liability Insurance to cover all third party loss from hacking attack or virus emanating from or passed through your computer system or a cloud provider's system into Client's systems in the amount set forth above per occurrence. Such insurance may be on a "claims made" basis. E. Privacy Liability Insurance to cover all security breach and notification cost resulting in actual or suspected loss of personal information or any other records considered confidential for the City's data located on service providers servers or on a cloud computing provider's system in the amount set forth above per occurrence. F. Each such liability policy shall name the City of El Segundo as an Additional Insured for such liability of the City, and each such first -party shall name the City as a Loss Payee. SPIDR will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." G. Should SPIDR, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at SPIDR's expense and deduct the cost of such insurance from payments due to SPIDR under this Agreement or terminate. [SIGNATURES ON NEXT PAGE] Agreement No. 5776 IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and year first hereinabove written. CITY OF EL SEGUNDO Bill Wh e , Chief of Police ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark .Hensley, City Attorney SPIDR TECH, INC Aahul dhu , Chief Executive Officer