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CAG2021-210 - Original - SPIDR Tech, Inc. - Notification System - 04/23/2021
Agreement Routing Form 0 For Approvals,Signatures and Records Management KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. W A S H I N G T O N (Print on pink or cherry colored paper) Originator: Department: Jalene King Police Date Sent: Date Required: > 4/21/21 4/28/21 0 C. Authorized to Sign: Date of Council Approval: C' ❑Director or Designee X Mayor 4/20/21 a Budget Account Number: Grant? ❑Yes 0 No 16412258.64260.3300 Budget? ❑Yes ❑ No Type: Vendor Name: Category: i SPIDR Tech Contract Q I� Vendor Number: Sub-Category: C 2435635 Original '.0 Project Name: Notification System E i The SPUR Tech Platform is designed to incorporate relevant data from our Records Management Project Details: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. C GJ 4) Agreement Amount:107,417 Basis for Selection of Contractor: Go Start Date: 4/30/2021 Termination Date: 4/30/2024 Q Local Business? ❑Yes ❑ No* *Ifineets requirements per KCC3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace. Notice required prior to disclosure? Contract Number: CAG2021-210 ❑Yes ❑No Date Received by City Attorney: Comments: C OK to sign, 4/23/2021. Signature page on p. 10 of electronic document. 3 April 23, 2021 N •� i fx f0 p� Date Routed to the Mayor's Office: v1 Date Routed to the City Clerk's Office: ad«W21373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements I lip a S PIOR T E C H Kent Police department SPIDR Tech Platform Created: 07/28/2020 Edited: 03/18/21 Expires: 04/30/2021 Prepared for: Chief Rafael Padilla Prepared by: Elon Kaiserman, Co-Founder and Chief Operations Officer GS rPIDR Executive Summary SPIOR We ive law enforcement the technology they need to provide people with service they deserve. 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 a agency background checks if requested. Our teams have passed all FBI screenings in the past for projects with other law enforcement agencies. 2 of 20 11Pl.O OR 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. Des crl tion of the SPIDR Tech Platform Modules Patrol Module The Patrol Module integrates with your Computer Aided Yrul rnnl�rMd Redondo Reach POKre MpedmeM Dispatch (CAD) data to automatically send text messages to mr nn May 70.7015.109.57 PM Ynllrlrlcidert your reporting parties (RPs) after a CAD Event is generated. Numhalt 190301109, T1hukyoufur callinK us,yr.sulea to proYllfe our Your agency can customize these messages based on CAD tales-as[client to remit..Pit—t II—,r,an ernerKYrKylkw,t,3101379-1477 tofu!k-uPIf event type to provide RPs with a "receipt" for their call. You I.—Isary.P1W.-tag 9C•1 fa d1l YIM'11r I" It you find your Yehlda at a later date,pkase can also include helpful information, such as a link to online nollfy the, la[al law enrarcemei(3agency recovery. reporting or a non-emergency number to call if the RP has you.vch�tlr Is louts ra rapa rc i"rttcavary. Ir the ptam't rc rcd your vcNck.please review an update. the following policy, hnp:/mwrw redondo oq/depts/pok etodke Zero ces/recordshehide_rNease osp aropyot lllereprt.pkate prh Delayed Arrival Messages hnp//wrw rMnndn mg/Nfltlpnluelprllre tens cetlracordcrdefaull aspaCn"Repmer Delayed Arrival Messages automatically update an RP if an r-•cc•^•'•Lo"Informallon .yurlr.[11nnY1YitY✓tIM 11Ynl/tll_4I_rl officer has not marked themselves on scene fot• a „hank you. predetermined period of time. For example, if a loud party Redondo Beach Ponce Oeprtmem call has been queued for 60 minutes, the SPIDR Tech Teat'STOP'to camel platform 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 an officer response will help set expectations and prevent frequent call-backs that occupy dispatch lines and resources. 3 of 20 *E IPIDR 1 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 Violation Restraining Order Illegal Parking Criminal Threats Found Weapon Annoyance/Threat Animal Incidents Arson Group Fight Abandoned Vehicle Vehicle Accidents Embezzlement Harassment/Stalking Animal Bite Patrol Requests Identity Theft Hazard Mlssing Person Transient Person Defrauding an Innkeeper Illegal Dumping Health and Safety Burglary Vandalism Keep Peace Shots Heard Mentally III Graffiti Lost Animal Mandown Forgeries Trespassing Lost Person Drunk/Drugs in Public Robbery Lewd Conduct Lost Property Stolen Vehicle Investigations Module The Investigations Module will integrate with your RMS data to automatically generate and send customized text and email messages to victims of crime. Tic Lhula:'nu PaUc pat lmcnt sscr-yaao,I your:'irUm-11—On 0e11112020yc r IikW areGo•:fcr The It Tne"1lull Vrfm P a ac Delia,Wmut I ik. TfleR vaq-,enou dy As li—Sil the C-UVn:u ra—NP-lln col, These messages will decrease commltmert to prooding our comms,n rywIn:he higresaevel of customer servlce,'ye wa^.tea to p•or at you tome anaafn tl nlnnnAl:1n annll your rate Wtiv�aI ng.1hrer waa-Warrlil�Ynur case mimher ltlllllll�pie ttr A pep lot administrative calls to your records Nl�pny,larlcay0AlIDco'ds and investigations departments by vour case wp be r h meo cy a supernsor to assess Lilt case for so-vanity ano Irwesagauve leads Toobtalnacopyoftnerepon.p'eawcl;ky, lorfunneflnfcr—lon proactively providing the most ror klarSys Law(VICIT 6111 of Wghtl)rforr+at on please cld La`✓ commonly requested information. YNI'mil feta Watune'yta pearldl Input0061 the—ep.the Chi n J•tla l'ol re oepanmem nss FM ntd'O" Case studies have shown that victims 1—kynu rrn avian Vnl:r uenanmenr of crime who receive SPIDR Tech emails and texts are 43% less likely to laon� yr•,rr Vlmoal cs+ •Inrt..n,.r,,,,. call asking for more information iru..;rnry•n1 thiasv•.tiloy+il regarding their case. 4of20 6IBI%11IDR 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 Information on victim resources • Advocacy information • Community outreach/program information • Social media links • Upcoming events Example Crime Categories: Auto Burglary Burglary Theft Assault/Battery Robbery Forgery Arson Assault with a Deadly Weapon Brandishing a Weapon Carjacking Court Order Violation Criminal Threats Fraud False Imprisonment Hit and Run Vandalism Prowling Shoplifting Stalking Trespassing Traffic Accident Report Fraud Forgery Identity Theft Arrest Notifications Arrest Notifications are automated messages POLICE that can be sent to victims of any crime. These notifications automatically inform victims that an arrest has been made pertaining to their �et':or^:nr;�rm�crror„rr un,r r u„m:r..rer IY•WRJII 0.'r.y-�u:<rrr-a., report. Today, many agencies don't inform r•F�•n rv�I a.r M•r�r.�i,n••4�ez ul,r+'rrt t rn"qu',1 u�Y[r I M,z a r"r i G ar J r1 X r••:.t:r-.[^"Y"z r r y,�rz^W v nrrcr, ,.tirj.y4l�l!-�'r•• ,r:r e.JJ .n.r[v,.,41ar<npn•MYnrnp,AHc'Cre>enzr.:rllgvN/Nf�ffJ•,�+r[nrr,F,t victims when an arrest has been made and �[larr<iur,nncY..ar.s�rrt..:.0 Ylj[•fly yw•4• rtul wr, those that do, do so manually via phone call, or •y,,,or,drew am arr rtr"r , " .,� dnnc rarmr:n.••.r.v lP,l through the use of an opt-in, victim registration 'r).•J)Ir>t'n:tr:D 11 rel"•<0 al Iu1,rC trr;A!Je•unlrcr);tur r.P1rt vw rtrY4[t[•I.��.:frL,v'1^i NS:n x: r.rrGr_.r,.[r[•,r•. ",1 .- W 11= W system. Doing so manually is difficult to track JeN"r erns ree:re yr��r:r rro r r,rrzr:i,.ri�thVxe r�siN"r:e ar r.rc a r..rry r r:r Y•�.. :;� '.,.,Y, rr Jr,Cr, rr,r ^�'W::�M. ::;,''r•." "` and is costly due to the amount of necessary rrrr r r r rr ra.i nr.v.rn ur.�lr'i•rr.ar. °' "° "t ""`^""""""'""'°'°'�'''" """ labor. Using a victim registration system puts r„r,..•.,,. :., rr,,::r:..,,.............:,.rrr,:r,r,rr.r:r.:Yr rrrr ..r , the burden of work on the crime victim. By automatically notifying victims of an arrest, you 5 of 20 QMSPIDR can decrease the amount of administrative effort required by your agency while raising the bar for customer service. MIN Insights Module qW Surveys are delivered to the RP and as„I„N W;, crime victim via email and/or text message following an interaction with Da the pollee respond In a tlmob manor In regord to your report? your agency. These surveys enable you o Y to benchmark and track community o Na perception. Requesting feedback is a common and valuable practice for the How would you rete the proleaWwWom o/the dapartment In regard to your Polka private sector. Companies use this data O wryhlg9qual,ty to improve services, track initiatives, and o High q..Uty O Naatharh.g—l—qualty identify weaknesses.Today, agencies p L qualay understand they cannot improve without o Varylo quul,ty measuring their interactions with the community. 0rerel4 howdo you Ooel ebewt the Swetle Polite DapannwV Nnr ar alltarldle:l It's important to note that these surveys Q Snmanfiat tatlylnrl o Sarlotlarl are sent based on incident, allowing you O wrysatlaeod to measure each community interaction Q Dol gated 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. 6 of 20 INISPIOR Multi-Lingual Functionality Mower*Park Your message templates can be sent in up OPOLICE to three languages. For example, Monterey Park Police Department in California sends all of their messages in English, Traditional ytW,d,pp„,);,N1! ../,KlnmPrr,Pad Pdrr Mpaam�arMNR dYiANNIa1Ng 7Y,&Ip„Nq Mandarin, and Spanish. The agency can ♦r.YOIIn YN\..dQeN.\\N\a'Ni.A4Ni.r'�\\�iSAY'Ail\feP,•i7i,ciaUR.0:IMAR r[rte\«NawaNrn[SOAK. also solicit survey responses in multiple unN\2961puW N4,0s00142�- languages. \H119rLf\Nlf[l9 r\r,4fEfffirir,e 119�.3i;\S. bCB34N\rGNK[1Y fanYY6Kx■frA-d1llAli!iEA.f.�[niili:INl7�p\NMNN�JR n ,K�,�,xM\ii"•.aura"- \R�.°['-�nrrWaix°"NS\°`"uuNx This feature allows your agency to be ;11\It.1KNhr1liLLiia. N\:1l1G"rr\tl,n,n��ci iin. 1pMriF.ny\N:il failnrMaConfinanon wclinaDOo,a,-aa t�fK[fE fl�r.rP::diii rrir,llN inclusive of minority or majority members of ff_.��,mN,pNSN+,ry\fp„„rNN. the community, ensuring people receive the \� information they need in a language they ■NNE®fi■■.4 understand. r\iifRl. 7 of 20 GSI?IDIa Custom Pri i SPIDR Tech software pricing has two components: The initial deployment fee and the annual subscription cost. The deployment fee includes all technical interfacing, non- technical setup and training. The subscription cost includes all messages (text and email), software, professional services, and maintenance. The price is based on the current sworn size of your agency. Standard pricing for the entire platform is $297/ sworn/year. Based upon your designation as an early adopter in the State of Washington and the first in King County, SPIDR Tech is offering Kent PD a complimentary deployment and installation as well as a 25% discount on the annual subscription. SPIDR Tech: Year 1 Price Discount Net Subscription fee for the initial term.Includes: SPIDR Platform Patrol Module, Investigations Module, Insights $43,362 -$10,841 $32,521 Subscription Module,and People Database.(Invoiced upon commencement call) Deployment and Deployment and installation fee(one-time setup/ $10,000 -$10,000 $0 Installation integration fee,invoiced with initial subscription) Maintenance and Maintenance and support fees for the annual term FREE FREE Support Total: $53,362 -$20,841 1 $32,521 SPIDR Tech: Years 2 and 3 Price Discount Net SPIDR Platform Annual renewal price for the above subscription. Subscription: Annual $43,362 -$10,841 $32,521 Invoiced annually on the subscription start date. renewal price Maintenance and Maintenance and support fees for the annual term FREE FREE Support Total: $43,362 -$10,841 $32,521 8of20 BMsr?iora 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 04/30/2021 (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 hound 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: Signatu Ooa Name: Rahul Sidhu Name: Dana Ralph Title: Chief Executive Officer Title: Mayor Date Signed: 4/22/2021 Date Signed: 04/23/2021 SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is made as of f April23 ], 202LI ] (the "Effective Date"), by and between SPIDR Tech Inc., a Delaware corporation at PO Box 3448, 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 its own expense for obtaining its own Internet access, and any hardware and software required therefor. 9of20 �aPIOR 1.2. Grant of Rights. 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 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 Customer by SPIDR Tech in providing the Service. 10 of 20 M SPIDR 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. s. 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 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. 11 of 20 �SPIOR • u " 5.3. Payment 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 Payments. Customer shall pay interest on all late payments at the rate of 1% per month calculated daily and compounded monthly. 6. 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• Surviv I. Upon any termination of this Agreement: (a) Customer shall have continued access to Customer Data for a period not to exceed 90 days for the limited purpose of transferring Customer Data to Customer's own systems or servers; (b) after that 90 day period, all rights granted to Customer hereunder shall terminate and SPIDR Tech shall no longer provide access to the Service to Customer, and (c) 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 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 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 solely responsible for providing, updating, uploading and maintaining all Customer Data. The content of Customer Data shall be Customer's sole 12 of 20 OBPlI . ara 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 Res onsibilities. 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. e. 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 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. 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 13 of 20 M SPIOR 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. s.s. 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. Damages Cap. TO THE FULLEST EXTENT PERMISSIBLE BY LAW AND EXCLUDING ANY DAMAGES ASSOCIATED WITH SPIDR TECH'S INDEMNIFICATION RESPONSIBILITIES UNDER SECTION 10.1, 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 Damages. EXCEPT FOR (A) CUSTOMER'S OBLIGATION TO PAY ALL AMOUNTS DUE HEREUNDER, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR (C) EITHER PARTY'S BREACH OF ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS OR RESTRICTIONS HEREIN (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE OF THE SERVICE), OR (D) SPIDR TECH'S WARRANTY OBLIGATIONS, 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 Bar ain. 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. 14of20 SPIO a 1o. Indemnification and Insurance. 1o.i. SPIDB 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") related to SPIDR Tech's negligent performance of this Agreement or 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. Qustomer Indemnification. Customer shall defend, indemnify and hold harmless SPIDR Tech and its directors, officers, employees, agents and providers ("5PI1JR T ech 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). io.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 reasonably 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, recommended, or approved by SPIDR Tech, (d) SPIDR Tech's compliance with specifications or other requirements of Customer, or(e) any third party data not provided through SPIDR Tech 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 upon the Customer's concurrence: (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 15 of 20 Q81?iw% Term. SPIDR Tech's obligations in this Section 10, together with SPIDR Tech's warranty obligations under Section 8.3, 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. 1o.5. Insurance. SPIDR Tech shall procure and maintain for the duration of the Agreement insurance of the types and in the amounts described in Exhibit A provided by Customer and incorporated by this reference. �. 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; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. 11.2. General Obli ations. 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. 11.3. SPIDR Tech acknowledges the C stc�mer is a ubl6c�a�ncy subjecfi to the Public Records Act codified in Cha ter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by SPIDR Tech in its performance of this Agreement may be subject to public review and 16 of 20 srk c . disclosure. As such, SPIDR Tech agrees to cooperate fully with the Customer in satisfying the Customer's duties and obligations under the Public Records Act. 11.4. In the event SPIDR Tech has marked or identified any records as containing Confidential Information, Customer will: (a) use its best efforts to give SPIDR Tech notice of a public records request or subpoena that seeks such Confidential Information, and (b) provide SPIDR Tech a reasonable time period under the circumstances to obtain an injunction to enjoin Customer from disclosing the requested Confidential Information to the party who has requested it. Regardless of another provision in this Agreement to the contrary, Customer will not assert on SPIDR Tech's behalf any exemption on the basis of the record's confidential or proprietary nature. SPIDR Tech agrees to hold the Customer harmless from any damages, claims, penalties, or attorneys' fees that may be incurred by or assessed against the Customer and related to SPIDR Tech's pursuit of an injunction to enjoin the Customer's disclosure of the requested record. 11.5. In the event SPIDR Tech has marked or identified any records as containing Confidential Information, Customer will: (a) use its best efforts to give SPIDR Tech notice of a public records request or subpoena that seeks such Confidential Information, and (b) provide SPIDR Tech a reasonable time period under the circumstances to obtain an injunction to enjoin Customer from disclosing the requested Confidential Information to the party who has requested it. Regardless of another provision in the Agreement to the contrary, Customer will not assert on SPIDR Tech's behalf any exemption on the basis of the record's confidential or proprietary nature. SPIDR Tech agrees to hold the Customer harmless from any damages, claims, penalties, or attorney's fees that may be incurred by or assessed against the Customer and related to SPIDR Tech's pursuit of an injunction to enjoin the Customer's disclosure of the requested record. 11.6. 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. 11.7. 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, "Feed ack"), the Feedback shall not be considered 17 of 20 BPIOR 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. Hosting Prod r�s. 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. Assignment. Neither party may assign this Agreement, or assign any of its rights or delegate any of its obligations under this Agreement, without the prior written consent of the non-assigning party, which consent shall not be unreasonably withheld. 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 A eeme t- 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 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 Majeure. Neither party shall be liable to the other for breach due to delay or failure in performance due to any force majeure event, 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. 18 of 20 BPIOR . . . 12.6.1. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. 12.6.2. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extend and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. 12.7. Publicity. 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 Washington 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 Washington 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. 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, in any court of competent jurisdiction. 12.1o. Relationship 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. 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. 19 of 20 GPION T f a M 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. Severab�. 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. 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. 12.14. 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. 20 of 20 EXHIBIT A INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. E & O 1 Cyber Liability insurance. 4. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: EXHIBIT A (Continued) 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $3,000,000 general aggregate. Coverage may be in the form of an underlying GL policy combined with an Umbrella/Excess policy in order to meet the limits required. 3. E & ❑ 1 Cyber LiabiRy_ insurance shall be written with limits no less than $1,000,000 per occurrence C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. EXHIBIT A (Continued) E. Verification of coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. ACC]R CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YY'YY) 04/22/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHT'S UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE.DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER IMPORTANT:Ifthe certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the Terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the eerfir—te,holder in lieu of such epdp�xemeul[s]. PRODUCER CONTACT NAME: FounderShield,LLC PHONE(A/C No.Ext):646-854-1058 FAX(A/C No): 122 W 26th Street,2nd Floor E-MAIL ADDRESS:coi@foundershield.com New York,New York,10001 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:CONTINENTAL CASUALTY CO(CNA) 20443 INSURER B:UNDERWRITERS AT LLOYD'S LONDON(SCALE) AA-1122000 INSURED INSURER C:AXIS INSURANCE COMPANY 37273 SPIDR Tech INSURER D: PO BOX 3448 MANHATTAN BEACH,California,90266 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER- REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN i5Sl1ED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICYNUMBER POLICYEFF POLICY EXP LIMITS LTR 1NSD WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000.00 CLAIMS MADE iV OCCUR DAMAGE TO RENTED $1,000,000.00 PREMISES(Ea occurrence) MED EXP(Any one person) S10,000.00 A GEN'L AGGREGATE LIMIT APPLIES PER: W, B6020975247 02/26/2021 02/26/2022 PERSONAL&ADV INJURY $2,000,000.00 POLICY i PROJECT:VLOC GENERAL AGGREGATE $4,000,000.00 PRODUCTS-COMP/OP AGG $4,000,000.00 OTHER $ A UTOMORILE LIAIII LITV COMBINED SINGLE LIMIT $Lpfl,orio.o0 (Ea accident) ANY AUTO BODILY INJURY(Per person) AWNED AUTOS SCHEDULED B6020975247 02/26/2021 02/26/2022 A ON1 Y BODILY INJURY(Per accident) ►�11 RUE D AMA ONLY ' NON-OWNED AUTOS PROPERTY DAMAGE(Per ONLY accident) Each oecurence UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE Aggregate WORKERS COMPENSATION AND EMPLOYERS'LIABILITY PER STATUTE ANYPROPRIETOR/PARTNER/EXECUTIV Y/N OTHER OFFICERIMEMBER EXCLUDED? N (Mandatory in NH) E.L.EACH ACCI DEN Ifyes,describe under DESCRIPTION OF OPERATIONS below N/A E.L.DISEASE-EA EMPLOYEE E.L.DISEASE-POLICY LIMIT B Directors&Officers B0572MR20SU021376 01/05/2021 01/05/2022 S 1,000,000 per occ $1,000,000 in agg C Errors&Omissions,Cyber Liability P-001-000067109-03 01/05/2021 0I/05/2022 S 2,000,000 per or $2,000,000 in agg A Property B6020975247 02/26/2021 02/26/2022 S 24290.00 BPP $500 deductible DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Kent,its elected officials,officers,employees and volunteers are included as an Additional Insured on the above referenced policy where required by writlen contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Kent 220 Fourth Ave. S.Kent,WA 98032 AUTHORIZED REPRESENTATIVE �!/9 ©1988-2016 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CNA Policy Holder Notice SB147036F(10-19)Technology Choice Endorsement • Research and Development Business Income: o Limit of insurance capped at$125,000 instead of subject to policy Business Income limit. o Amended to mean Net Profit plus:Continuing expenses and expenses you are obligated to pay from grants or other monies. SB300846D (10-19) Advanced Medical Technology (Life Sciences) Gold Choice Endorsement The following are reductions of coverage or potential reductions of coverage: • Research and Development Business Income limit of insurance capped at$150,000 instead of subject to policy Business Income limit. • Duplicative Decontamination Expense coverage eliminated. SB300129C (10-19)Targeted Hacker Attack • Business Income amended to mean Net Income plus (instead of'and')Continuing Expenses Summary of Chanqes Made To Liability Forms: CNA72806XX 10-19 Additional Insured—Employee Leasing Com an • In an editorial change that does not affect coverage, paragraph numbering has been changed, and indentation errors corrected. SB146932G 10-19 Blanket Additional Insured And Liability Extension Endorsement • Coverage is expanded to provide limited"insured"status to natural person spouses, partners, LLC members, LLC managers, executive officers,directors,shareholders and employees of entities made Additional Insureds by this endorsement. • The default value of the Damage To Premises Rented To You Limit is increased to$1,000,000. Still higher limits can be purchased for additional premium. • Coverage is expanded to give non-medical-professional employees"insured"status for bodily injury that arises out of providing cardiopulmonary resuscitation or other first aid services to fellow employees. In an editorial change that does not affect coverage, paragraph I.B.3.i. is corrected to show the words"caused by"just • before subparagraphs a. and b. (This previously read "cause by.") S8146935E(10-19) Blanket Additional Insured—Owners, Lessees or Contractors—With Products Completed_ Operations Coverage And Liability Extension Endorsement • Coverage is expanded to provide limited"insured"status to natural person spouses, partners, LLC members, LLC managers, executive officers,directors, shareholders and employees of entities made Additional Insureds by this endorsement. • Coverage is expanded to give non-medical-professional employees"insured"status for bodily injury that arises out of —_ providing cardiopulmonary resuscitation or other first aid services to fellow employees. SB146968C 10-19 Blanket Additional Insured With Products-Completed Operations Coverage And Blanket Waiver of Subrogation—Architects. Engineers and Surveyor • Coverage is expanded to provide limited"insured"status to natural person spouses, partners, LLC members, LLC managers, executive officers,directors, shareholders and employees of entities made Additional Insureds by this endorsement. CNA79905XX(10-19) Copyright CNA All Rights Reserved Page 4 of 7