HomeMy WebLinkAbout22-32 Resolution No. 22-32
RESOLUTION
AUTHORIZING EXECUTION OF A SUBSCRIPTION AGREEMENT WITH SPIDR TECH,
INC. FOR CUSTOMER SERVICE SOFTWARE
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute a Subscription Agreement on behalf of the City of Elgin
with SPIDR Tech,Inc.,for customer service software,a copy of which is attached hereto and made a
part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: February 23, 2022
Adopted: February 23, 2022
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is hereby made and entered into this 23 day
of February 2022 (the "Effective Date"), by and between the City of Elgin, Illinois,
a municipal corporation (hereinafter referred to as "City") and SPIDR Tech Inc., a Delaware
corporation with its mailing address at PO BOX 3448, Manhattan Beach, CA, 90266 ("SPIDR
Tech"). SPIDR Tech and City may be referred to as a "Party" herein and collectively as the
"Parties." This Agreement shall be subject to the terms and conditions contained herein and as
provided by the Sales Proposal attached hereto and made a part hereof as Attachment A.
WHEREAS, SPIDR Tech's proprietary systems, applications and related application
programming interfaces permit police agencies to gather, review and analyze data in connection
with public safety intelligence, officer productivity and related community engagement; and
WHEREAS, City 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, for and in consideration of the covenants set forth herein and for good and
valuable consideration, the sufficiency of which is hereby mutually acknowledged, SPIDR Tech
and City hereby agree as follows:
1. Provision of the Service.
1.1. Provision Generally. SPIDR Tech will provide City with access to SPIDR Tech's
proprietary service for the modules specified in Attachment A (collectively the "Service") in
accordance with the terms and conditions of this Agreement. In order to access and use the
Service, City shall obtain its own Internet access, and any hardware and software required
therefor at City's sole cost.
1.2. Grant of Rights. Subject to the terms and conditions of this Agreement, SPIDR Tech
hereby grants to City a limited, non-exclusive, non-transferable right to access and use the
Service, solely for City's purposes during the Term. All rights not expressly granted to City
are reserved by SPIDR Tech and its licensors.There are no implied rights.
1.3. Restrictions. City 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. City 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 City.City shall notify SPIDR Tech immediately of any actual
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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 City has materially violated the restrictions
and obligations in this Agreement (in which case, it shall provide City prompt written notice
of such suspension).
1.4. City Cooperation. City 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 City
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 Technology" means all of SPIDR 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 City by SPIDR Tech in providing the Service.
3. 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. City agrees that from time
to time the Service may be inaccessible or inoperable for various reasons beyond SPIDR's
control, 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 City in the event of any scheduled Downtime. SPIDR Tech shall
have no obligation during performance of such operations to mirror City Data on any other
server or to transfer City 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. City acknowledges and agrees that as between SPIDR Tech and City, 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 City
Data), the SPIDR Tech Technology and all improvements and derivatives of the foregoing
(including all intellectual property and proprietary rights embodied therein or associated
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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 City under any trademarks, service marks,trade names
or 11 of 19 logos. City 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. Payment. In consideration of the provision of the Service hereunder, City shall pay
SPIDR Tech the fees as provided in Attachment A within thirty(30)days of delivery or city's
receipt of invoice, whichever is later. The first year's total subscription cost and the initial
deployment fee shall be in the total amount of$39,640 and the second year's subscription cost
shall be a total of$39,640 for a total cumulative sum of$79,280. The aforementioned total
sum is inclusive of all freight and shipping costs.
5.2. Taxes. All amounts due hereunder are inclusive 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 City's access to the Service. City is a
tax-exempt governmental body.
5.3. INTEREST. SPIDR Tech hereby waives any and all claims or rights to interest on
money claimed to be due pursuant to this agreement, and waives any and all such rights to
interest to which it may otherwise be entitled pursuant to law, including, but not limited to,
pursuant to the Local Government Prompt Payment Act(50 ILCS 50511,et seq.), as amended,
or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this
paragraph shall survive any expiration, completion and/or termination of this agreement.
6. Term; Termination.
6.1. Term. Either Party may terminate this Agreement without penalty 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. Unless terminated hereunder
earlier by a Party hereunder,this Agreement shall terminate January 31, 2024.
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 City hereunder shall terminate and SPIDR Tech shall no longer provide access to
the Service to City, and (b) City shall cease using the Service. Any obligations that have
accrued prior to termination shall survive termination of this Agreement on a pro rata basis.
Notwithstanding anything to the contrary provided for herein,in the event of early termination
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by the City for any reason,the City shall be liable only for those services actually provided by
SPIDR Tech on a pro rata basis.
7. City Data.
7.1 Data Generally. All data and information which the City inputs or provides to the
Service (the"City Data") shall be stored in a private and secure fashion(as regulated by CJIS
requirements), and will not be used by SPIDR Tech except as permitted herein. City hereby
grants to SPIDR Tech a limited, nonexclusive, non-transferable, royalty-free right to use,
reproduce,manipulate,display,transmit and distribute the City Data solely in connection with
providing the Service to City, and improving and developing the Service. In addition, SPIDR
Tech may analyze City Data, and data of other customers,to create aggregated or anonymized
statistics or data that do not identify City 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),City shall be solely responsible for
providing, updating, uploading and maintaining all City Data. The content of City Data shall
be City's sole responsibility. SPIDR Tech shall operate the Service in a manner that provides
reasonable information security for City- Data, using commercially reasonable data backup,
security, and recovery protections(as regulated by CJIS requirements).
7.2 Additional City Responsibilities. City is solely responsible for all City Data. SPIDR
Tech does not guarantee the accuracy, integrity or quality of City Data. City shall not: (a)
upload or otherwise make available to SPIDR Tech any City Data that is unlawful or that
violates the rights of any third parties; (b)upload or otherwise make available to SPIDR Tech
any City Data that City does not have a right to transmit due to any law, rule, regulation or
other obligation; (c) use, upload or otherwise transmit any City 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 City 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 Representations and Warranties. Each Party hereby represents and warrants to
the other Party that: (a) it is a corporation, company, governmental body 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
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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.City'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 City 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 CITY'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 Damages Cap. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EACH
PARTY'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 CITY TO SPIDR TECH UNDER THIS AGREEMENT
DURING THE PRIOR 6 MONTHS.
9.2 Disclaimer of Indirect Damages. 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.
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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 BOTH PARTIES HERETO HAVE ESTABLISHED THIS
AGREEMENT IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS,
AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY
SHALL FAIL ITS ESSENTIAL PURPOSE.
10. Indemnification.
10.1 SPIDR Tech Indemnification. SPIDR Tech shall defend, indemnify and hold harmless
City and its directors, officers, employees and agents ("City 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, "Infringes") any third party intellectual property or proprietary right(excluding
patents).
10.2 City Indemnification. City shall 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 City Data Infringes any third
party intellectual property or proprietary right(excluding patents);provided, however, that in
no event shall City be liable for attorney's fees.
10.3 Indemnification Process. As conditions of the indemnification obligations in Sections
10.1-10.2 above: (a)the applicable City 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 written 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 City, or (e) any third party data or City 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 City to continue using
the Service as contemplated herein; or (ii) replace or modify the Service so that it becomes
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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 City
any prepaid 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 City's sole remedies,
in the event of any Infringement of intellectual property or proprietary rights by or related to
the Service.
11. Confidentiality.
11.1 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,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; (d) is rightfully obtained by the
Receiving Party from a third party without restriction on use or disclosure; or(e) is required
by law to be provided to the public. Notwithstanding anything to the contrary provided for
herein, the City's good faith compliance with the provisions of the Illinois Freedom of
Information Act (5 ILCS 140/1, et seq.) shall not be construed as, and shall not be deemed to
constitute a breach of this Agreement.
11.2 Feedback. Notwithstanding the above or anything to the contrary herein, to the extent
that City 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 City, 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 Hosting Providers. City acknowledges that the Service is hosted by third party hosting
providers(the"Hosting Contractors"). SPIDR Tech may change its Hosting Contractors at any
time. City'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. City 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 Entire Agreement, 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
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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 Agreement. This Agreement may be amended or modified only by an
express written agreement signed by duly authorized representatives of both Parties.
12.4 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 U.S. first class mail to the addresses provided in the
Sales Proposal.
12.5 Force Majeure. Neither Party shall not be liable or responsible to the other, 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 either
Party, 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.
12.6 Injunctive 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.
12.7 Relationship of the Parties. The relationship between the Parties is that of independent
contractors.Nothing contained in this Agreement shall be construed so as to create 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.
12.8 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.
12.9 Severability. The terms of this agreement shall be severable. In the event any of the
terms or the provisions of this agreement are deemed to be void or otherwise unenforceable
for any reason,the remainder of this agreement shall remain in full force and effect.
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12.10 Headings, 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.
12.11 Counterparts. Execution. This agreement may be executed in counterparts, each of
which shall be an original and all of which shall constitute one and the same agreement. For
the purposes of executing this agreement, any signed copy of this agreement transmitted by
fax machine or e-mail shall be treated in all manners and respects as an original document.
The signature of any party on a copy of this agreement transmitted by fax machine or e-mail
shall be considered for these purposes as an original signature and shall have the same legal
effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be
considered to have the same binding legal effect as an original document. At the request of
either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an
original form. No party to this agreement shall raise the use of fax machine or e-mail as a
defense to this agreement and shall forever waive such defense.
12.12 Law/Venue. This agreement is subject to and governed by the laws of the State of
Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out
of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois.
SPIDR Tech hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane
County, Illinois for the enforcement of any rights,the resolution of any disputes and/or for the
purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and
SPIDR Tech agrees that service by first class U.S. mail to SPIDR Tech, Inc., P.O. Box 3448,
Manhattan Beach, CA 90266 shall constitute effective service. Both parties hereto waive any
rights to a jury.
12.13 Conflict. In the event of any conflict between the terms and provisions of this
Subscription Agreement and Attachment A hereto, the terms and provisions of this
Subscription Agreement shall supersede and control.
13. Appropriation of Funds. The fiscal year of the City is the 12-month period ending December
31. The obligations of the City under any contract for any fiscal year are subject to and
contingent upon the appropriation of funds sufficient to discharge the obligations which accrue
in that fiscal year and authorization to spend such funds for the purposes of the contract.
If, for any fiscal year during the term of this agreement, sufficient funds for the discharge of
the City's obligations under the contract are not appropriated and authorized, then the
Agreement shall terminate as of the last day of the preceding fiscal year, or when such
appropriated and authorized funds are exhausted, whichever is later, without liability to the
City for damages,penalties or other charges on account of such termination.
SIGNATURE PAGE TO FOLLOW
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OSPIOR
SPIDR Tech, Inc. CIT LGIN
Rahul Sidhu
Print Name Richard G. Kozal, City Manager
A4WAI Attest:
Signature
President
Title ity Clerk
Legal Dept\Agreement\Purchase Agr-SPIDR-Clean-1-10-22.docx
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ATTACHMENT A
SPIDR
T E C H
Elgin Police Department
SPIDR Tech Proposal
Created: 7/15/2021
Expires: 3/1/2022
Prepared for:
Deputy Chief Adam Schuessler
Prepared by:
Michael Silk, Director of Major Accounts, SPIDR Tech
We give law enforcement and fire the technologySPIOR
they need to provide their communities with the
service they deserve.
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Executive Summary
SPIDR Tech was founded by former law enforcement officers to help public safety
agencies leverage their own data to improve public perception and increase efficiency
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by providing excellent customer service. Following extensive market research, we
designed and built the world's first comprehensive, customer service infrastructure for
public safety with the goal of improving communication and transparency between
agency and community.
We are pleased to offer this proposal to the Elgin Police Department to help build trust
and transparency with your community while expanding our footprint into the State of
Illinois.
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 composed 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 public safety 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 public safety
agencies.
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. We have data centers
in Canada and the USA which 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.
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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.
Description of the SPIDR Tech Platform Modules
Investigations Module
® The Investigations Module will integrate
with your RMS to automatically
ekdt generate and send customized text and
thank voletnr tonianmfi rr if* Polite nepament We were cortfarted era Thew,NgRmber,5,2018 at email messages to victims of crime.
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We sake the crime of au10 trietvery sc•oushy and will doe,eryt-CwlN.,our power to asfht wish the matter_ These messages will decrease
in risk n»annma.mefamwm➢,lnfarmarlmret•irntomltnChair administrative calls to your records and
Theft and Unlawful Taking of a Vehicle
investigations departments by
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• dewingortakingavehKIebelmVngtoonotMr proactively providing the most
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Tips to Prevent Auto Then
studies have shown that victims of
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0o not lcavc oa hide your ter keys m or on your car.Every day we have rehicles that are mok+a by using a key crime who receive SPIDR Tech emails
that dae Nrtlm Iefi b the—U—j.-ar!wry sklNll at firoln`the hidden key,Oft-a susperr whin Mlaks
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spend much bmr bolting 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
• Who to contact and when
• Next steps in the investigation process
• Investigation criteria
• Crime prevention tips
• Crime definitions
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GBPIDR
• Information on victim resources
• Advocacy information
• Community outreach/program information
• Social media links
• Upcoming events
Example Crime Categories:
Auto Burglary Burglary Theft
Arson Assault with a Deadly Weapon Brandishing a Weapon
Crimin Threats
Fraud False Imprisonment Hit and Run
Prowli Shoplifting
Stalking Trespassing Traffic Accident Report
Fraud Forgery Identity Theft
Arrest Notifications
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.
POLICE
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Patrol Module
The Patrol Module integrates with your Computer Aided
Dispatch (CAD) to automatically send text messages to your
0o contacted Redondo Beach Peace Depr nment
May M 2018 at 01937 PM.Yav rrwdent reporting parties (RPs) after a CAD Event is generated. Your
Jurnber u 18030806.
you ta«caxu4 us.VftW etoPravdaOur agency can customize these messages based on CAD event
'i wars e"Ie'A Semce.Please cad a n01F
�erne.8ency One at 010t 3n 2477 to(eBow uP if type to provide RPs with a "receipt' for their call. You can also
";!necessary.Pkne Carl 9'1.1(w ay ernec8enues.
N yrw eod yaw vehwk ar a later dam.please include helpful information, such as a link to online reporting
.lbtdy the bol Iav MfWCeW Magency where
your vaNde is found w report its racmry. or a non-emergency number to call if the RP has an update.
1f the BBPD recovered your"hide,please rir
„ahe(UNMM ptthcy.
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etalr H.mrhNwldrlr,rN1+ar gap
'7o obtain acopy of therepal.pWse raN Delayed Arrival Messages
cew— aldef 01eporrs Delayed Arrival Messages automatically update an RP if an
2evr eca ds/defsu+ta;peCrrmeeeporu
For
,hew, l officer or deputy has not marked themselves on scene for a
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predetermined period of time. For example, if a loud party call
"TonSTOP'o"rcot. °"""'" has been queued for 60 minutes, the SPIDR Tech platform
Ten STOP ro cencN.
can send an automated text message to the RP, explaining
that priority call volume is high and an officer will
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 a deputy 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 y Found Person' Drunk
In;ir, -,Jr(i Found Property Violation Restraining Order
Illegal Parking Criminal Threats Found Weapon Annoyanee/ihreat
> 11 Irli;Of p I-ight A',ai rtrrnn„! ,:ica
Vehicle Accidents Embezzlement Harassment/Staiking Animal Bite
Patrol Requests Identity Theft Hazard
Transient Person Defrauding an Innkeeper Illegal Dumping Health and Safety
Vandalism Keep Peace Shots Heard
Mentally III Graffiti Lost Animal :Mando�wn Z,
Forqeries Trespassing Lost Person Drunk/Drugs in Public
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Lewd Condos Property Stolen Vehicle
.
Insights Module
Surveys are delivered to the RP and crime victim via email
Please answer thefollowing and/or text message following an interaction with your agency.
survey questions. These surveys enable you to benchmark and track community
Was the police employee who assisted yew perception. Requesting feedback is a common and valuable
courteous?
practice for the private sector. Companies use this data to
Yes
No improve services, track initiatives, and identify weaknesses.
Today, agencies understand they cannot improve without
Overall,how response ed or ere
measuring their interactions with the community.
with the response time of the Greeley Police
Department?
Verysatished It's important to note that these surveys are sent based on
Satisfied incident, allowing you to measure each community interaction
o Nelther satisfied nor dissatisfied independently. This is different from public sentiment surveys,
O Dissatisfied
O VerydlssatlsfiM which include survey responses from individuals who have
never interacted with your agency.
Was the electronic correspondence sent by the
Greeley Police Department helpful?
o y" By surveying your customers regularly, you can include
o to 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.
Multi-Lingual Functionality
POLICE Your message templates can be sent in up to three languages.
:.r..".
For example, Escondido 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.
Annual Subscription Pricing
SPIDR Tech software pricing has two components: the subscription cost and the initial deployment fee.
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�SPIOR
T [ C M
The subscription cost includes all messages (text and email), all software, and all professional services.
The prices below are based on an estimated sworn size of 180. List pricing for the Patrol, Investigations,
and Insights modules is$298 per officer per year. We have discounted the annual fee by 26%to welcome
Elgin PD as our first customer in Illinois. We have also waived our one time $10,000 deployment fee to
incentivize signing before 3/1/2022.
The Term for this agreement is for two years.The client will be invoiced on an annual basis for each
year according to the schedule below:
SPIDR Tech: Whole Platform (Patrol, Investigations, and
Insights Modules)Year 1
Price Discount Net
SPIDR Platform Annual Subscription fee for the term. Includes
Subscription Patrol, Investigations,and Insights $53,640 -$14,000 $39,640
Modules.
Maintenance and Support Maintenance and support fees for the
term FREE FREE
Deployment* Deployment, Engineering,Training,etc. $10,000 -$10,000 $0.00
$39,640
$63,640 -$24,000
Total:
SPIDR Tech:Whole Platform( Patrol, Investigations,and Insights
Modules)Year 2
Price Discount Net
SPIDR Platform Annual Subscription fee for the term. Includes
Subscription Patrol , Investigations,and Insights $53,640 -$14,000 $39,640
Modules.
Maintenance and
Support FREE FREE
Maintenance and support fees for the term
$39,640
$53,640 -$14,000
Total:
TERM:
Please note:All pricing and discounts described in this Proposal are contingent upon Customer's execution and
return of this Proposal no later than 3/1/2022(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 the 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.
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