000
APPROVED BY
CITY MANAGER
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: LESLIE R. MURRAY, CHIEF OF POLIC
DATE: NOVEMBER 10, 2022
1311
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That the City Council authorize the Police Department to enter an agreement with "SPIDR Tech, Inc." to enhance direct communication and improve customer service between the Police Department and the community.
As the Downey Police Department aims to improve communication with victims of crimes and members of the community, we have explored new technologies that allo for more efficient information dissemination, while also gauging community satisfacti with our Department. The "SPIDR Tech" platform will allow the Downey Police Department to leverage our own data to improve customer service by providing resource information to victims of crimes and also measure and improve customer service by providing surveys to community members who call the Department. The results of these surveys will help gauge community satisfaction and provide feedbac on how we can improve the delivery of police services I SPIDR Tech's software securely pulls data from our Department's Records Management System (RMS) and Computer Aided Dispatch (CAD) to automatically generate and send customized text and email messages to crime victims and community members who report criminal activity to the Police Department. Examples of some of these messages are:
• Date/Time and report number of case filed (if report taken) • Officers name who took the report
• If there is a delay in response to call, text notification explaining priority call volume is high and officer will respond as s1on as one is available
PURCHASE OF SPIDR TECH, INC. SOFTWARE FOR IMPROVED COMMUNICATON AND CUSTIMER
SERVICE
NOVEMBER 10, 2022
PAGE 2
• Arrest notifications
• Victim resource information
• Next step in investigation process
In addition to providing important information to callers, the software will also send mobile -friendly surveys comprised of questions that can be utilized to measure community trust and satisfaction with our agency. This information will allow the Department to not only gauge our delivery of services, but allow the public to provide suggestions on how we may be able to improve them.
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Efficiency & Adaptability
Quality of Life, Infrastructure & Parks
Public Engagement
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ATTACHMENT
Downey
9�Police
Department
SPIOR
Y
Prepared for:
Chief Leslie Murray
Prepared r
rCo-Founder,' D' Tech
ATTACHMENT A
DMI
SPIDR Tech uses Amazon Web Services (AWS) GovCloud for data hosting. AWS follows Criminal Justice Information Services (CJIS) compliance guidelines and we possess all qupporting 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 SPIDIR 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.
SPIDIR Tech utilizes a Federal Information Processing Standard (FIPS) 140-2 complianl encryption method to encrypt CJIS data at rest, including database backups and volumes.
As an additional precaution, The SPIDIR Tech Platform encrypts CJI data such as driver's licenses and social security numbers if an agency chooses to provide those items as par! of the data transfer.
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.
The Investigations Module will integrate
with your RMS to automatically
generate and send customized text and
email messages to victims of crime.
These messages will decrease
investigations departments by
proactively providing the most
commonly requested information. Case
studies have shown that victims of
crime who receive SPIDIR Tech emails
and texts are 43% less likely to call
asking for more information regarding
their case.
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= Date and time of report filing
• Name ofofficer/deputy who took the report
• Who tocontact and when
• Investigation criteria
° Crime definitions
• Advocacy information
= Social media links
Example CrimeCategories:
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~ General category ofthe crime
^ Report number
^Next step ininvestigation process
^ Crime prevention tips
^ Victim resources information
^ Communityoutreanh/prngram information
^ Upcoming events
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
required by your agency while raising the bar
for customer service.
ulti-Lingual Functionality
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V POLICE Your messaae temnlates can be sent in un to
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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
This feature allows your agency to be inclusive
of minority or majority members of the
community, ensuring people receive the
information they need in a language they
understand.
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.
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By surveying your customers regularly, you can include monthly survey trends in your CompStat model, relay office r/d ispatche r 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.
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Tucson Police Department Victim Information Portal
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Module
This module is a one -to -many text
message response through our
SPIDR Engage platform and is
currently being utilized by the San
Antonio Police Department. This
additional module is called the
Community Engagement Module,
and allows an agency to utilize the
survey sent at the end of an
interaction to ask if the recipient
would like to opt -in to additional
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ot the deployment ot this module, 6HUR I ech
will migrate both historic and new data, as well
as cold cases.
SAPID: The San Antonio Police Department is
seeking the public's assistance in finding 3-year-
old Lina Sardar Khil.
SAPD: El departarnento de polic(a de San
Antonio solicita [a ayuda del p6blico pars`
encontrar a la nir)a de cres aflos Lina Sardar Khil.
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Text STOP to cance
cancel ar��
message '=ff'Irom tMe ag ncy.
The Community Engagement
Module automatically builds a list of opted -in individuals for which the agency can create additional messaging campaigns in a one -to -many message format. For further detailing this new module.
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storage, feature updates, maintenance and professional services.
SPIDIR Tech: Year I
Price
SPIDIR Platform Subscription
Includes:
$19,305
a Patrol Module
0 Investigations Module
0 Insights Module
0 Portal Module
0 Community Engagement Module
9 Choice of custom short code or long code
0 Custom interfaces built by SPIDIR Tech or pair -programmed with your team
0 Unlimited User Acceptance Testing
0 Custom reporting available
0 Daily Survey Update Emails
0 Standard monthly report
0 Assigned SPIDIR Tech Account Manager
0 Unlimited adjustments to the interface
0 24/7 interface monitoring
0 Initial translation service included for up to 2
additional languages
— ---------
Deployment and Installation
Deployment and installation fee (one-time setup/integration fee) $10,000
Unlimited maintenance and support, unlimited changes to Full Maintenance and Support
settings, messages, surveys, and configurations post go -live, FREE
assigned Customer Success Manager
Discount
Based upon technical feasibility
-$10,000
Total:
$19,306
SPIDIR Tech: Optional Years 2 and 3
Price
SPIDIR Platform Subscription
Annual subscription fee for each additional year of service $20,270
Unlimited maintenance and support, unlimited changes to Full Maintenance and Support
settings, messages, surveys, and configurations post go -live, FREE
assigned Customer Success Manager
Total:
$20,270,
TERM:
Please note: All pricing and discounts described in this Order Form are contingent upon Customer's execution and return of this Order Form no later than 09/30/2022 (unless countersigned by SPIDR Tech).
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: President
Title,
Date Signed: In 7/9n
Date signed:
City Clerk
City Attorney
This Subscription Agreement, and any Exhibits attached hereto, (this "Agreement") is .•- as of
r - Date"),by -tween SPIDR Tech Inc., a Delaware corporation addressable at P.O. Box 3448, Manhattan Beach, CA, 90266 ("SPIDR Tech"), and the Customer identified in the attached pages 1-10 of this Agreement ("Sales Proposal"). a r Tech • Customer may be i to as a -' and together
"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, ' i'' proprietary
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 toYrovide such
• THEREFORE,
.•. considerationof • `nants set forth herein,
SPI DR
Tech and
is
Customer hereby agree as follows:
aMisionr P r Tech willprovide •mer with access to
(collectivelySPIDR Tech's proprietary service for the modules specified in the Sales Proposal •conditionsof
Agreement. In order to access and use the Service, Customer is responsible at its own expense for obtaining its own Internet access, and any hardware and software required therefor.
1.2. Grant of Rights,. Subjecttothe terms andconditionsof Agreement, :r r Tech hereby grants toCustomer non-exclusive,non-transferable rightsright to access and use the Service, solely for Customer's purposes during the Term. All • expressly granted to Customer are reserved by -r Tech •its licensors. -are no implied rights.
Restrictions. not isshall not• i party •
use the Service for the benefit of any third party, or to develop or market any product, i orservice that is functionallyi• derivative of or for any other purpose not expressly permitted herein; (b) permit any third party orindividualtoaccess•::: distribute,
bureau,post, disclose or provide access totheService,directly or ;:• `
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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 API keys issued to Customer. Customer shall notify SPIDIR 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, SPIDIR Tech reserves the right to suspend access to the Service if SPIDIR 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 iuspension).
1.4. g�ustomer Goopgg!ion. Customer shall: (a) reasonably cooperate with SPIDIR Tech in all matters relating to the Service; (b) respond promptly to any SPIDIR Tech request to provide information, approvals, authorizations or decisions that are reasonably necessary for SPIDIR Tech to provide the Service in accordance with this Agreement; and (c) provide such Customer materials or information as SPIDIR Tech may reasonably request to provide the Service and f rplv&_�t1
respects.
2. SPIDIR Tech Technology. In connection with providing the Service, SPIDR Tech and its licensors shall operate and support the hosted environment used by SPIDIR 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 SPIDIR Tech. As used herein, "SPIDR Tech Technology" means all of SPIDIR Tech's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by SPIDIR Tech in providing the Service.
3. Downtime. Subject to the terms and conditions of this Agreement, SPIDIR 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 SPIDIR Tech or which are not reasonably foreseeable by SPIDIR 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 SPIDIR Tech (collectively "Downtime"). SPIDIR Tech shall use commercially reasonable efforts
to provide twenty-four (24) hour advance notice to Customer in the event of any scheduled Downtime. SPIDIR Tech shall have no obligation during performance of such operations to mirror • Data on any other server • to transfer Customer Data to any other server. SPIDIR Tech shall use commercially the service in connection with Downtime, whether scheduled or not.
Notwithstanding the above, SPIDIR Tech agrees that the Services will be operational at least 98% • the time in any given month, measured by the percentage of minutes during a calendar month, for the term of this Agreement.
Should downtime exceed 2% per month for any three (3) months, whether consecutive or not, during the term of this Agreement, SPIDIR Tech agrees to meet with City • determine an appropriate amount of credit • be provided to the City • the excessive downtime.
4. Ownership. •.I acknowledges and • that as between SPIDIR Tech and • all right, title and interest in and to the Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations • the collection, •' and • • information) and •
content on or made available through the Service, other than Customer Data), the SPIDIR 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 • SPIDIR Tech or its licensors, and this Agreement in no way conveys any right, title or interest in the Service or the SPIDIR 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 SPIDIR 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 ♦. SPIDIR Tech the fees as set forth and the scheduled laid • 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 • solely responsible for all such taxes, duties and charges (except i• taxes imposed on SPIDIR Tech's • which may be invoiced by SPIDIR Tech from time -to -time.
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taxes or other amounts, to SPIDIR Tech within forty-five (45) days of the date of any applicable invoice.
5.4. Late Paymgnts. Customer shall pay interest on all late payments at th"I lesser of (a) 1.5% per month or (b) the highest rate permissible under applicabis- 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.
T. Term; Termination.
d1l"t, J.11IC55 eamer lermirialeu as Set Twul Fleleill, Z511dil uUnurile lul tne prelluu arixt in the manner set forth in the Sales Proposal. Either Party may terminate this A
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 forty-five (45) days after receipt of written notice thereof, provided that, a violation of Section 1.3 above will result in an automatic termination of this Agreement.
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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.
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7.1. Data Generally '. 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 SPIDIR Tech except as permitted herein. Customer hereby grants to SPIDIR 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, SPIDIR Tech may analyze Customer Data, and data of other customers, a a frrmpme 0 9111INt
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for providing, updating, uploading and maintaining all Customer Data. The content of Customer Data shall be Customer's sole responsibility. SPIDIR 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 WIS requirements).
7.2. Additional Customer Resooftibilities. Customer is solely responsible for all Customer Data. SPIDIR Tech does not guarantee the accuracy, integrity or quality of Customer Data. Customer shall not: (a) upload or otherwise make available to SPIDIR Tech any Customer Data that is unlawful or that violates the rights of any third parties; (b) upload or otherwise make available to SPIDIR 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 SPIDIR 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 SPIDIR 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.
a DeTalit Inuel, 01 Mqilire Me CurlsenT or amy Oro parly Inue reement or other obligation to which such Party is subject.
8.2. SPIDR Tech Lifnited Mrrahly. SPIDIR Tech warrants that it will provide the Service in a competent and workmanlike manner. SPIDIR 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. SPIDIR Tech makes no warranty regarding features or services provided by any third parties. SPIDIR Tech retains the right to modify its
••a- f - r r. • r- i
• - remedy for■ r- '- breach of - warranty in this paragraph shall be that SPIDIR Tech shall remedy the applicable error, or if SPIDIR Tech is unable to f• so in a timely manner, refund to Customer actual damages r to a limit of fees paid for the Service for the 6-month period immediately prior to when the breach of occurred.
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NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.
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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 •: proprietary rights • •: related to the Service.
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Definition. "Confidential Information" means information that is disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party") hereunder during the Term that is clearly labeled or identified as confidential or proprietary when disclosed, •: 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. 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 -Q���4fioht. 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 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 • order • •: government order), including, but not limited to, the California Public Records Act and the rules and regulations •: 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
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 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.
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, �isclose, and otherwise exploit in any manner, the Feedback for any purpose.
12.1. CqLnpliame With Laws. Each Party shall comply with all laws, rules, regulations and ordinances applicable to its actives hereunder.
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otner provision oT this Agreement, SPIM 1 ech sha I no e lia le tor any p I 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.
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. Eq� ApLeernentl Amendment. This Agreement (including the Sales :• 'if W liziellr • ` `f f I I• • • •'
writtenissued in relation to this Agreement shall have any effect on the Parties or this Agreement. This Agreement may be amended or modified only by an express agreement si• ` is by duly authorized - r r - 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 Mageure . SPIDIR Tech shall not be liable or responsible to Customer, nor be considered to have defaulted or breached this Agreement, for any failure or affecting carriers or inability or delay in obtaining supplies of adequate or suitable technology or components,• • breakdown,or power outage.
12.7. PubliCustomer. SPIDIR Tech shall have the right to use Customer's name on client lists published on SPIDIR Tech's website and in marketing materials. - • - • • •- AA,j#6,ftI
that • DR Tech obtains Customer'sprior approval of • r • of (not to be unreasonably withheld).
i Choice of • - and will be governed by • 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. 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.
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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.
12.10. R�9!�hip�of the PartiesThe relationship between the Parties is that of •
independent contractors. Nothing contained in this Agreement shall be construed as creatin. artnershi•---�oint venture
or employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
12.11. Waiver. No waiver by either Party of any of the provision of this Agreement is effective unless explicitIv set forth in writina and sianed bv such Partv. No failure 11619111164416 - Iffil wwom*16111•
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1-1-1011 1.1115 ^Y1UU111eF11 Upeldle-5, UF [Tidy we wri5traeu, ats d'aarler Inereul. rl,�� 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. Severabili!y. If any provision of this Agreement is invalid, illegal or unenforceable in ani*unsdictmon such invali
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not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction.
12.13.Heading§;_�1pretation. Headings are provided for convenience only and will not be used to interpret the su�stance 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 if which shall be an original and both of which taken together shall form ont.- 2greement.
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Time for Compliance. SPIDR Tech shall not commence the Services or the Project under this Agreement until it has provided evidence satisfactory to the Customer that it has secured all insurance required under this section. In addition, SPIDR Tech shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Customer that the subcontractor has secured all insurance required under this section. The Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage *r other special circumstances.
Minimum Requirements. SPIDR Tech shall, at its expense, procure and maintain for the A. Minimum Scope of Insurance. (1) Commercial General Liability (CGL):
Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if SPIDR Tech owns no autos, Code 8 (hired) and 9 (non -owned); and (3) Workers' Compensation : Workers' Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance.
B. Minimum Limits of Insurance. SPIDR Tech shall maintain limits no less than: (1) Commercial General Liability (CGL): No less than $1,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance ol other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISOCG2503or2504)orthe general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation: Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer's Liability: Employer's Liability limits of no less than $1,000,000 per accident for bodily injury or disease. Employer's Liability coverage may be waived by the Customer if Customer receives written verification that SPIDR Tech has no employees.
If the SPIDIR Tech maintains broader coverage and/or higher limits than the minimurr shown in this subdivision, the Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by the SPIDIR Tech. Any availalift insurance proceeds in excess of the specified minimum limits of insurance and coverag; shall be available to the Customer.
Professional Liability (Errors& Omissions). SPIDIR Tech shall procure and maintain, and require its sub-SPIDR Techs to procure and maintain, for a period of five (5) years following completion of the Services or the Project, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $1,000,000 per occurrence or claim and $1,000,000 in the aggregate, and shall be endorsed to include contractual liability. If the SPIDIR Tech maintains broader coverage and/or higher limits than the minimum shown in this subdivision, the Customer requires and shall be entitled to the broader coverage and/or higher limits maintained by the SPIDIR Tech. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Customer.
Insurance Endorsements. The insurance policies shall contain the following provisions, or SPIDIR Tech shall provide endorsements on forms approved by the Customer to adlp--- the following provisions to the insurance policies:
A. Additional Insured Status. The Commercial General Liability policy shall be endorsed to state that:
the Customer, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the SPIDIR Tech, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and IL the insurance coverage shall be primary insurance as respects the Customer, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the SPIDIR Tech's scheduled underlying coverage. Commercia� General Liability insurance coverage may be provided in the form of an endorsement to the SPIDIR Tech's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
B. Waiver of Subrogation. SPIDIR Tech hereby grants to Customer a waiver of any right to subrogation which any insurer of said SPIDIR Tech may acquire agairt-A the Customer by virtue of the payment of any loss under said insurance policies set forth herein. SPIDIR Tech agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies
C. All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that:
coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the Customer, and
IL any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Customer, its directors, officials, officers, employees, agents and volunteers.
Primary Coverage. For any claims related to this Agreement, the SPIDR Tech's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the Customer, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the Customer, its directors, officials, officers, employees, agents and volunteers shall be excess of the SPIDR Tech's insurance and shall not be called upon to contribute with it in any way.
Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shal' not contain any special limitations on the scope of protection afforded to the Customer, its directors, officials, officers, employees, agents and volunteers.
Deductibles and Self-insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Customer. Customer may require SPIDR Tech to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self -insured retention may be satisfied by either the named insured or Customer.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best's rating no less than A:VII, authorized to do business in California, and satisfactory to the Customer.
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policy language effective coverage required by this provision) and a copy of th - Declarations and Endorsement Page of the Commercial General Liability policy listing policy endorsements to the Customer before the commencement of work undlerth Agreement. However, failure to obtain the required documents prior to th- commencement of work under this Agreement shall not waive the SPUR Tech
obligation to provide them to the Customer. The Customer reserves the right to requirew complete, certified copies of all required insurance policies, including endorsements, all any time.
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A. The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; - is 0 - 1 0 0 - 1 0 Z I
C. If coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the SPIDIR Tech must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.