HomeMy WebLinkAboutOrdinance #4478 - APPROVING DEEPWALK RESEARCH INC.'S SIDEWALK SUBSCRIPTION-BASED PROPOSAL FOR A SIDEWALK CONDITION MANAGEMENT SYSTEM STATE OF ILLINOIS).
) SS.
COUNTY OF FULTON)
CERTIFICATE
I,Andi Smith-Walters, certify that I am the duly elected City Clerk of
the CITY OF CANTON, FULTON COUNTY, ILLINOIS.
I further certify that on June 17, 2025. the City Council of such
municipality passed and approved Ordinance #4478entitled:
AN ORDINANCE APPROVING DEEPWALK RESEARCH INC.'S SIDEWALK SUBSCRIPTION-
BASED PROPOSAL#20250612-100615655 FOR A SIDEWALK CONDITION MANAGEMENT
SYSTEM
The ordinance attached is a true and correct copy of the ordinance adopted by Canton
City Council.
DATED AT CANTON, ILLINOIS, THIS 17th DAY OF June, 2025
Seal
"A (Zi rzd
Cr, Smith-Walters, City Clerk
City of Canton, Illinois
ORDINANCE NO. 4478
AN ORDINANCE APPROVING DEEPWALK RESEARCH INC.'S SIDEWALK
SUBSCRIPTION-BASED PROPOSAL#20250612-100615655 FOR A SIDEWALK
CONDITION MANAGEMENT SYSTEM
WHEREAS,the City of Canton,Fulton County,Illinois ("City"), is a non-home rule unit
of government;
WHEREAS, on or about June 12, 2025, DeepWalk Research Inc. ("DeepWalk") issued
sidewalk subscription-based proposal number 20250612-100615655 for a sidewalk condition
management system(the "Proposal") for the City; and
WHEREAS,the City would be able to use DeepWalk's subscription software for sidewalk
Americans with Disabilities Act compliance, condition management, and prioritization; and
WHEREAS,the corporate authorities find it to be clearly in the public's interest to proceed
with the approval of the Proposal and has agreed, by this Ordinance and by a vote of two-thirds
(2/3) of the alderpersons holding office, to waive competitive bidding requirements in relation to
same;
WHEREAS, the City Council of the City of Canton has determined that it is necessary
and in the best interest to approve the Proposal for the City of Canton, as set forth in"Exhibit A."
NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF CANTON,FULTON COUNTY,ILLINOIS,AS FOLLOWS:
SECTION 1. The City of Canton hereby finds as fact the recitals set forth above and are
incorporated herein as though fully set forth.
SECTION 2. Any applicable competitive bidding requirements set forth by Illinois law
and the Canton Municipal Code are hereby waived;
SECTION 3. The Proposal, as attached hereto as "Exhibit A,"is hereby APPROVED;
SECTION 4.The Mayor, or his designee, is hereby authorized to execute and deliver any
and all agreements,purchase orders,or other documents necessary to obtain and use the Deepwalk
subscription software, substantially consistent with the Proposal;
SECTION 5. That all ordinances or parts thereof in conflict with this Ordinance are hereby
expressly repealed.
SECTION 6. If any part or parts of this Ordinance shall be held to be unconstitutional or
otherwise invalid, such unconstitutionality or invalidity shall not affect the validity of the
remaining provisions of this Ordinance.
SECTION 7. This Ordinance shall be in full force and effect upon its passage, approval,
and publication as required by applicable law.
PASSED BY THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY,
ILLINOIS, THIS 17th DAY OF June , 2025.
AYES: Alderpersons Chamberlin, Lovell,Hale, Pickel, Ketcham, Gossett
NAYS:None
ABSENT: Alderpersons Grimm,Nelson
APPROVED this 17th day of June ,2025.
By:
Kent A. ell, Mayor
ATTEST: &—&
drea J.4Svfitah-Walters, City Clerk
DeepWalk
Maurer-Stutz: City Of Canton, 60
Miles
#20250612-100615655
Issued
June 12,2025
Expires
September 10,2025
DeepWalk
125 S Clark St
Suite#1700
Chicago, IL 60603
Frank R'oti
froti@deepwalkresearch.com
ar
Prepared
North3116 - 00
Peoria, • •04
Joe Carruthers
Utility Director
309-647-5022
Keith . _
Principal/Project
kjplavec@mstutz.com
0• 647-7831
Table of Contents
1.Introduction
2.Scope of Services
3.Order Form
4.Terms&Conditions
5.Signature
I.ntroducti.011.
DeepWalk Research Inc.is pleased to submit this subscription-based proposal to the Maurer-Stutz for sidewalk ADA compliance,
condition management,and prioritization.
Using DeepWalk's LiDAR-enabled Whone application,municipal staff can efficiently scan sidewalks and curb ramps,capturing
detailed slope,condition,and geometric data.The automated system processes and analyzes the collected data,providing
accurate,actionable insights without the need for costly external survey equipment.
Beyond Compliance: A Complete Sidewalk;Management Solution
DeepWalk's platform goes beyond ADA compliance to serve as a comprehensive sidewalk condition management system.It
enables:
J Work Order Generation-Identify maintenance needs and create actionable repair tasks.
✓Budgeting&Resource Allocation-Use data-driven insights to plan maintenance and capital improvements.
J Ongoing Data Maintenance-Continuously update your sidewalk dataset and prevent data stagnation
J Seamless Communication-Share data with internal teams,external funders,and the public for transparency.
ID: 122234 1.0 Moderate BarderstoAcaessFound ` Co�''"•o ac•t•c:;ettn;nc
L AWeplcReglons
-a
Panel----_ - - - --
Runslope:3.4% .
_ cross 1w.. L8%
Width:45.3In -
Area! 174sq.11 Av`Crossslope 25 ft FWnVMW V
11100i -_ `tee 45.6 pud[• � r':.vr�+. _..- g� Av6 Wknh As Area ODs[
' - - _A Brkk Area 00if CombinedArea 14580st
Cr.WArea 451f Cracked Panel Area 00d
Deteemaled Panel Area 0.031 Dmerfon[edArea 0.0 st
B. :Implementation & Training
DeepWalk will provide:
Online Training Platform-Online training platform allows for rapid onboarding of data collectors
Initial Account Setup&Onboarding-Kickoff call with team for assistance in
Data Collection Support-Scan quality reviewed and customized within 48 hours(Must notify data manager 48 hours before
collection)
Ongoing Customer Support-Dedicated technical'assistance,available Monday-Friday,9 AM-5 PM CST
C. :Data Hosting & _Maintenance
All sidewalk data is securely hosted on DeepWalk's cloud-based infrastructure,ensuring reliability,accessibility,and scalability.
Unlimited Data Storage-Store sidewalk scan results,reports,and GIS mapping layers
Automatic Data Backups-Protect data from loss and ensure historical tracking
Continuous Feature Updates-Access the latest software improvements and tools
D: Additional:.Services (Not included unless specified in Order Form)
Optional Add-Ons:
• Device Rentals-$200 per device per week
• Extended Data Hosting-$25/mile Annually
• Additional Miles-$500/mile
DeepWalk's cloud-based platform is designed for stakeholders of all technical skill levels to easily access the data in the format
they need,ensuring a data-driven approach to accessibility,maintenance,and long-term infrastructure planning.
Genoa Sidewalk Assessment
.. LYxda 6 L°/rd! 4i Ward2 ; WNa3
® Nun Sle,r_ Gm,Rode Cler LYdlh bra+'n,_•,n 1�1 ��u�
-fias AverAge Accessibility Scom
W,
Average Deterioration Percentage
1%
•, S_..< - ,n.,,-,...f ;n.:;U^Lflbn,sv.o9.W.u,oero uwers_•r.eme��ry
Sidwalk Grade Distribution lby length,in tceQ Feet o. �s Tot-all Mileage Manual Tags
2/.7 Miles
321 trip haz rd(smallh
jrhs-lw:s i�%• Ord .'�tpe•nid soured' 40 trip hazard,ltarge)s
:�.r.4'p frir:e„ro ste>•auM Y,1.lodcrate tntrm to attessrau•d 87 trip hazard(tnediumis
r,1.,wn,�p,<:rn,�ext-+_ `,noitgwunrturrKr.ia..ct.,.twre
Why Choose DeepWalk's Per Mile Model?
✓Time-limited Funding-Using grant funding or a time-sensitive funding source for budgeting
J Engineering Consultants-Already working with a consultant team that will complete assessment within a year
✓One-Year Assessment-Assessing the full-scale sidewalk system in or within one year
J Defined Scope-If you know the exact project scope or are focused on a specific section of the system
✓Web Application-Included in first year with option to continue for 10%of initial scanning rate
J Ongoing Technical Support-Dedicated assistance for seamless operation.
I Scope of Services
The DeepWalk Sidewalk Management Platform is available for one year from the kickoff date and renews annually.Adjustments
can be made with mutual agreement between both parties.
A. Sidewalk:Maintenance & Management Platform
DeepWalk provides a cloud-based software-as-a-service(SaaS)solution to help the Maurer-Stutz efficiently monitor,assess,and
maintain its sidewalk infrastructure.The platform enables Village staff to scan,analyze,and manage sidewalk conditions using a
streamlined digital workflow.
Key Features of the DeepWalk Platform:
J Mobile Application-Staff can scan sidewalks&curb ramps using LiDAR-enabled Whones
✓Cloud-Based Web Application-Access reports,maps,and condition insights from any device
J Sidewalk Condition Dashboards-Quickly and easily plan for future sidewalk maintenance
✓GIS Mapping Layer-Integrates seamlessly with Esri ArcGIS&municipal asset management tools
✓Work Order Creation-Create trip hazard,vegetation,remove&replace,and other maintenance programs
Additional Services & Customization
DeepWalk understands that each municipality has unique needs.We offer customization options,including:
• Data Collection Services-DeepWalk`s network of 3rd party data collectors can quickly collect sidewalk data for a fixed fee
• Custom Implementations-DeepWalk's ArcGIS partners can develop custom ArcGIS,CityWorks,Cartegraph,and other
geospatial implementations
• Priority Support&Processing-Real time quality control and rapid turnaround available for time-sensitive projects
Products & Services On . r Forin
Products&Services Billing Frequency Quantity Unit price Price
Sidewalk+Curb Ramp Scans 60 $490.00 $29,400.00
Web Application Subscription Annually 1 $2,940.00/year $2,940.00/year
for 1 year
Annual subtotal $2,940.00
One-time subtotal $29,400.00
Total $32,340.00
Comments
Data Collections takes 72 Hours per scanner
Terms and C.—11" bons
1 . SERVICES AND SUPPORT
L1Subjectto the terms of this Agreement,Company will use commercially reasonable efforts to provide Customer the Services
and Deliverables as outlined in Exhibit A.As part of the registration process,Company will provide an administrative username and
password for Customer's Company account.
1.2 Subject to the terms hereof,Company will provide Customer with reasonable technical support services in accordance with the
terms set forth in Exhibit B.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not,directly or indirectly:reverse engineer,decompile,disassemble or otherwise attempt to discover the source
code,object code or underlying structure,ideas,know-how or algorithms relevant to the Services or any software,documentation
or data related to the Services("Software");modify,translate,or create derivative works based on the Services or any Software
(except to the extent expressly permitted by Company or authorized within the Services);use the Services or any Software for
timesharing or service bureau purposes or otherwise for the benefit of a third;or remove any proprietary notices or labels.With
respect to any Software that is distributed or provided to Customer for use on Customer premises or devices,Company hereby
grants Customer a non-exclusive,non-transferable,non-sublicensable license to use such Software during the Term only in
connection with the Services.
2.2 Further,Customer may not remove or export from the United States or allow the export or re-export of the Services,Software
or anything related thereto,or any direct product thereof in violation of any restrictions,laws or regulations of the United States
Department of Commerce,the United States Department of Treasury Office of Foreign Assets Control,or any other United States
or foreign agency or authority.As defined in FAR section 2.101,the Software and documentation are"commercial items"and
according to DFAR section 252.2277014(a)(1)and(5)are deemed to be"commercial computer software"and"commercial
computer software documentation,"Consistent with DFAR section 227.7202 and FAR section 12.212,any use modification,
reproduction,release,performance,display,or disclosure of such commercial software or commercial software documentation by
the U.S.Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly
permitted by the terms of this Agreement.
2.3 Customer represents,covenants,and warrants that Customer will use the Services in compliance with all applicable laws and
regulations.Customer hereby agrees to indemnify and hold harmless Company against any damages,losses,liabilities,settlements
and expenses(including without limitation costs and reasonable attorneys'fees)in connection with any claim or action that arises
from an alleged violation of the foregoing or otherwise from Customer's use of Services.Although Company has no obligation to
monitor Customer's use of the Services,Company may do so and may prohibit any use of the Services it believes may be(or alleged
to be)in violation of the foregoing.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to,access
or otherwise use the Services,including,without limitation,modems,hardware,servers,software,operating systems,networking,
web servers and the like(collectively,"Equipment").Customer shall also_be responsible for maintaining the security of the
Equipment,Customer account,passwords(including but not limited to administrative and user passwords)and files,and for all uses
of Customer account or the Equipment with or without Customer's knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party(the"Receiving Party")understands that the other party(the"Disclosing Party")has disclosed or may disclose
business,technical orfinancial information relatingto the Disclosing Party's business(hereinafter referred to as"Proprietary
Information"of the Disclosing Party).Proprietary Information of Company includes non-public information regarding features,
functionality and performance of the Service.Proprietary Information of Customer includes non-public data provided by Customer
to Companyto enable the provision of the Services("Customer Data").The Receiving Party agrees:(i)to take reasonable
precautions to protect such Proprietary Information,and(ii)not to use(except in performance of the Services or as otherwise
permitted herein)or divulge to any third person any such Proprietary Information.The Disclosing Party agrees that the foregoing
shall not applywith respect to any information after five(5)years following the disclosure thereof or any information that the
Receiving Party can document(a)is or becomes generally available to the public,or(b)was in its possession or known by it prior to
receipt from the Disclosing Party,or(c)was rightfully disclosed to it without restriction by a third party,or(d)was independently
developed without use of any Proprietary Information of the Disclosing Party or(e)is required to be disclosed by law.
3.2 Customer shall own all right,title and interest in and to the Deliverables listed in the Statement of Work in Exhibit A.Company
shall own and retain all right,title and interest in and to(a)all raw data not listed in the Statement of Work in Exhibit A(b)the
Services
and Software,all improvements,enhancements or modifications thereto,(c)any software,applications,inventions or other
technology developed in connection with Implementation Services or support,and(d)all intellectual property rights related to any
of the foregoing.
3.3 Notwithstanding anything to the contrary,Company shall have the right collect and analyze data and other information relating
to the provision,use and performance of various aspects of the Services and related systems and technologies(including,without
limitation,information concerning Customer Data and data derived therefrom),and Company will be free(during and after the
term hereof)to(i)use such information and data to improve and enhance the Services and for other development,diagnostic and
corrective purposes in connection with the Services and other Company offerings,and(ii)disclose such data solely in aggregate or
other de-identified form in connection with its business.No rights or licenses are granted except as expressly set forth herein.
4. PAYMENT OF FEES
4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services_and Implementation Services
in accordance with the terms therein(the"Fees").If Customer's use of the Services exceeds the Service Capacity set forth on the
Order Form or otherwise requires the payment of additional fees(per the terms of this Agreement),Customer shal I be billed for
such usage and Customer agrees to pay the additional fees in the manner provided herein.Company reserves the right to institute
new charges and Fees at the end of the Initial Service Term or thencurrent renewal term,upon thirty(30)days prior notice to
Customer(which may be sent by email).If Customer believes that Company has billed Customer incorrectly,Customer must
contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared,
in order to receive an adjustment or credit.Inquiries should be directed to Company's customer support department.
4.2 Company shall bill through an invoice,in which case,full paymentfor invoices issued in any given month must be received by
Company thirty(30)days after the mailing date of the invoice.Unpaid amounts are subject to a finance charge of 1.5%per month
on any outstanding balance,or the maximum permitted by law,whichever is lower,plus all expenses of collection and may result in
immediate termination of Service.Customer shall be responsible for all taxes associated with Services other than U.S.taxes based
on Company's net income.
5. TERM AND TERMINATION
5.1 In addition to any other remedies it may have,either party may also terminate this Agreement upon thirty(30)days'notice(or
without notice in the case of nonpayment).Customer will pay in full for the Services up to and including the last day on which the
Services are provided.Upon any termination,Company will make all purchased deliverables available to Customer for electronic
retrieval for a period of thirty(30)days,but thereafter Company may,but is not obligated to,delete stored Customer Data.All
sections of this Agreement which by their nature should survive termination wil I survive termination,including,without limitation,
accrued rights to payment,confidentiality obligations,warranty disclaimers,and limitations of liability.
6.WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which
minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and
workmanlike manner.Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance,either by Company or by third-party providers,or because of other causes beyond Company's reasonable control,
but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
HOWEVER,COMPANY DOES NOT WARRANTTHATTHE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE;NOR DOES
IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION,THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED"AS IS"AND
COMPANY DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITEDTO,IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. INDEMNITY
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United
States patent or any copyright or misappropriation of any trade secret,provided Company is promptly notified of any and all
threats,claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over
defense and settlement;Company will not be responsible for any settlement it does not approve in writing.The foregoing
obligations do not apply with respect to portions or components of the Service(i)not supplied by Company,(ii)made in whole or in
part in accordance with Customer specifications,(iii)that are modified after delivery by Company,(iv)combined with other
products,processes or materials where the alleged infringement relates to such combination,(v)where Customer continues
allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the
alleged infringement,or(vi)where Customer's use of the Service is not strictly in accordance with this Agreement.If,due to a claim
of infringement,the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing,
Company may,at its option and expense(a)replace or modify the Service to be non-infringing provided that such modification or
replacement contains substantially similar features and functionality,(b)obtain for Customer a license to continue using the
Service,or(c)if neither of the foregoing is commercially practicable,terminate this Agreement and Customer's rights hereunder
and provide Customer a refund of any prepaid,unused fees for the Service.
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY,EXCEPT FOR BODILY INJURY OF A PERSON,COMPANY AND ITS
SUPPLIERS(INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS),OFFICERS,AFFILIATES,
REPRESENTATIVES,CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT,
NEGLIGENCE,STRICT LIABILITY OR OTHER THEORY:(A)FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR
INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS;(B)FOR ANY INDIRECT,EXEMPLARY,INCIDENTAL,SPECIAL OR CONSEQUENTIAL
DAMAGES;(C)FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL;OR(D)FOR ANY AMOUNTS THAT,
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,EXCEED THE FEES PAID BY CUSTOMER TO COMPANY
FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY,
IN EACH CASE,WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY,CUSTOMER SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT
TO ANY SUBJECT MATTER OF TH IS AGREEMENT OR TERMS AN D CONDITIONS RELATED THERETO UNDER ANY
CONTRACT,NEGLIGENCE,STRICT LIABILITY OR OTHER THEORY:(A)FOR ANY INDIRECT,EXEMPLARY,INCIDENTAL,
SPECIAL OR CONSEQU ENTIAL DAMAGES;AND(B)FOR ANY AMOUNTS THAT TOGETHER WITH AMOUNTS ASSOCIATED
WITH ALL OTHER CLAIMS,EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS
AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY,IN EACH CASE,WHETHER OR NOT
CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid,that provision will be limited or eliminated to the
minimum extent necessary so that this Agreement wil I otherwise remain in full force and effect and enforceable.This Agreement is
not assignable,transferable or sublicensable by either party except with the other party's prior written consent.This Agreement is
the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written
and oral agreements,communications and other understandings relating to the subject matter of this Agreement,and that all
waivers and modifications must be in a writing signed by both parties,except as otherwise provided herein.No agency,partnership,
joint venture,or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind
Company in any respect whatsoever.In any action or proceeding to enforce rights under this Agreement,the prevailing party will
be entitled to recover costs and attorneys'fees.In claims for money damages,the total amount of recoverable attorneys'fees shall
not exceed the net monetary award of the prevailing party.All notices under this Agreement will be in writing and will be deemed to
have been duly given when received,if personally delivered;when receipt is electronically confirmed,if transmitted by facsimile or
e-mail;the day after it is sent,if sent for next day delivery by recognized overnight delivery service;and upon receipt,if sent by
certified or registered mail,return receipt requested.This Agreement shall be governed by the laws of the State of Illinois without
regard to its conflict of laws provisions.The parties shall work together in good faith to issue at least one mutually agreed upon
press release within 180 days,of the Effective Date,and Customer otherwise agrees to reasonably cooperate with Company to
serve as a reference account upon request.
10. INSURANCE
Company shall maintain insurance in full force and effect throughout the term of this Agreement.Such insurance shall include
provisions that such insurance is primary insurance with respect to the interests of Customer and that any other insurance
maintained by Customer is excess and not contributory insurance with the insurance required hereunder.The policy or policies of
insurance maintained by the Company shall provide at least the following limits and coverages:
Commercial General Liability Insurance
Company shall obtain,at Company's expense,and keep in effect during the term of this Agreement,Commercial General Liability
Insurance covering bodily injury and property damage on an"occurrence"form.This coverage shall include contractual liability
insurance for the indemnity provided under this Agreement.At a minimum,the following insurance will be carried:
Coverage Limit
Each Occurrence $1,000,000
General Aggregate $2,000,000
f
Products-Completed Operations Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Damage to Rented Premises(each occurrence) $500,000
� a
Medical Expense(Any one person) $5,000
The Commercial General Liability Insurance Policy shall include the City its officers,directors,and employees as additional insureds
with respect to this Agreement.
Technology&Media Errors and Omissions Liability
Company shall obtain,at Company's expense,and keep in effect during the term of this Agreement,Technology&Media Errors and
Omissions Liability Insurance covering any damages caused by an error,omission or any negligent act.Annual aggregate limit shall
not be less than$2,000,000 per claim.
Signature
This SaaS Services Agreement ('Agreement") is entered into upon the signing of this agreement(the"Effective Date") between
DeepWalk with a place of business at 125 s Clark Street FI.17 Chicago,IL("Company"),and the Maurer-Stutz("Customer").This
Agreement-includes and incorporates the above Order Form .as well as the attached Terms and Conditions andcontains.among
other things,warranty disclaimers;liability limitations and use limitations.There shall be no force or effect to any different terms of
any related purchase order or similar form even if signed by the parties after the date hereof.
Keith Plavec
kjplavec@mstutz.com Click to