REGULAR AGENDA: None
ADJOURNMENT:
Vice President Lara adjourned the Water Authority meeting at 7:37 p.m. There being no objection, it was so ordered.
AYES: Camacho, Garcia, Lara, Sanchez
NOES: None
ABSENT: Lutz
________________________________
Erik Lutz, President
ATTEST:
________________________________
Cynthia Ayala, CMC, Authority Secretary
I hereby certify that the foregoing is a true and correct report of the proceedings of the Water Authority regular meeting dated September 26, 2023, and approved by the Water Authority on October 24, 2023.
_______________________________
Cynthia Ayala, CMC, Authority Secretary
To: President and Commissioners
From: Executive Director
Meeting Date: October 24, 2023
Subject: ELECTRICAL PANEL REPLACEMENT AT PLANT NO. 3, (CIP NO. 50027) – NOTICE OF COMPLETION
Recommendation:
1. Approve Amendment No. 4 to AKM Consulting Engineer’s professional services agreement increasing the not-to-exceed amount by $1,760, and extending the term of the agreement through December 31, 2023;
2. Accept the work as completed for the Electrical Panel Replacement at Plant No. 3, CIP No. 50027, by Big Sky Electric, Inc. and authorize the Authority Secretary to file the Notice of Completion with the Los Angeles County Registrar-Recorder; and
3. Authorize the Executive Director to release the retention payment to Big Sky Electric, Inc., following the mandatory waiting period from the date the Notice of Completion is recorded.
Fiscal Impact:
Funding for this project in the amount of $686,032 (Water Authority Funds – Account No. 550.70.7340.54500-50027) was appropriated as part of the fiscal year (FY) 2023-24 adopted budget. The project was completed for an approximate total net cost of $809,100.
The City received credit in the amount of $216,089 from the Surety Bond from the previous contractor whose contract was terminated by the City. Therefore, the total final cost is $593,011. The unused balance of $93,021 in Water Authority Funds will be unencumbered and made available to the Water Authority Fund balance (Fund 550) for future projects.
Discussion:
The Capital Improvement Project consisted of removing and replacing the existing motor control center, adding three (3) variable frequency drives (VFDs) with soft starters, relocating the Edison meter panel outside the pump building, and installing an emergency generator transfer switch at the facility. The new panels include a SCADA control system 9 PICO RIVERA WATER AUTHORITY AGENDA REPORT – OCTOBER 24, 2023 ELECTRICAL PANEL REPLACEMENT AT PLANT NO. 3 (CIP NO. 50027) – NOTICE
OF COMPLETION
upgrade at Plant No. 3 for uniformity and consistency with the SCADA systems currently installed at Plant No.1 and Plant No 2.
The project was successfully completed by Big Sky Electric, Inc., on September 22, 2023, in accordance with the specifications and within budget. The total net cost is $809,100, which includes design, construction, construction management and inspection services.
The table below summarizes the total project budget and expenditures:
Funding Category Budget
Water Authority - Fund 550 (FY 2023-24) $686,032
Total Project Budget: $686,032
Project Activity Expenditures
Design Services $61,610
Construction $648,130
Construction Management and Inspection Services (including project close out) $99,360 Surety Bond Credit ($216,089)
Total Project Expenditures: $593,011
An amendment to AKM Consulting Engineer’s professional services agreement in a notto-exceed amount of $1,760 and a term extension through December 31, 2023 is needed to close out the project.
Conclusion:
The project was delivered on time and under budget. Any unspent project funds will be returned to the Water Authority Fund 550 for future capital project needs. Staff recommends approving Amendment No. 4 to AKM’s Consulting Engineer’s professional services agreement increasing the not-to-exceed amount by $1,760 and extending the term, to close out the project. Additionally, accept the project as complete, file a Notice of Completion with the Los Angeles County Registrar-Recorder’s Office, and release the retention payment following the statutory waiting period from the date the Notice of Completion is recorded.
Steve Carmona
SC:NN:NC:np
Enclosure: 1) Amendment No. 4
FOURTH AMENDMENT TO AGREEMENT NO. 21-53
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE PICO RIVERA WATER AUTHORITY AND
AKM CONSULTING ENGINEERS
1. IDENTIFICATION
This Fourth Amendment to Agreement No. 21-53 for Professional Services (“Fourth Amendment”) is entered into as of October 24, 2023, and is an amendment to that certain Professional Services Agreement by and between the Pico Rivera Water Authority (“PRWA”) and AKM Consulting Engineers (“Consultant”) (collectively referred to as “Parties”) dated April 15, 2021, as amended (collectively, the “Agreement”).
2. RECITALS
2.1 On April 15, 2021, PRWA and Consultant entered into the Agreement for construction management and inspection services.
2.2 In a First Amendment dated December 31, 2021, the Parties agreed to extend the Term of the Agreement until May 1, 2022.
2.3 In a Second Amendment dated May 1, 2022, the Parties agreed to extend the Term of the Agreement until December 31, 2022.
2.4 In a Third Amendment dated December 30, 2022, the Parties agreed to extend the Term of the Agreement until June 30, 2023.
2.5 Pursuant to Section 32 of the Agreement, the Parties may only amend the Agreement in a writing executed by both Parties.
2.6 PRWA and Consultant desire to further extend the term of the Agreement and add additional services as set forth herein, pursuant to Section 5 of the Agreement.
NOW, THEREFORE, for and in consideration of the performance by the Parties of the mutual covenants and conditions herein contained, the Parties hereto agree as follows:
3. ADDITIONAL SERVICES
In accordance with Section 5. Consultant’s Services of the Agreement, the Scope of Work included in Exhibit A of the Agreement shall hereby be supplemented with Consultant’s proposal attached hereto as Exhibit A-1. Exhibit A-1 is hereby incorporated by reference into the Agreement.
4. COMPENSATION
As compensation for the Extra Work described in Exhibit A-1, the not to exceed fee amount under Section 5. Consultant’s Services of the Agreement shall hereby be ENCLOSURE 1
9a
Fourth Amendment to Agreement No. 21-53
AKM CONSULTING SERVICES
increased by One Thousand Seven Hundred Sixty Dollars ($1,760.00) for Fiscal Year 2023-2024.
5. TERM
Subsection 3.4 of the Agreement is hereby amended to read as follows:
3.4 “Expiration Date”: December 31, 2023
6. Except as expressly modified by this Fourth Amendment, all provisions of the Agreement shall remain in full force and effect.
7. The provisions of this Fourth Amendment shall constitute the entire agreement of the Parties with respect to the subject matter included in this Fourth Amendment and shall supersede any other agreement, amendment, understanding, or arrangement, whether written or oral, between the Parties with respect to the subject matter of this Fourth Amendment.
8. The person or persons executing this Fourth Amendment on behalf of each of the Parties warrants and represents that he or she has the authority to execute this Fourth Amendment on behalf of that Party and has the authority to bind that Party to the performance of its obligations hereunder.
TO EFFECTUATE THIS AGREEMENT, the Parties have caused their duly authorized representatives to execute this Fourth Amendment on the dates set forth below. “PRWA” “CONSULTANT”
PICO RIVERA WATER AUTHORITY AKM CONSULTING ENGINEERS
______________________________ ___________________________________ Steve Carmona, Executive Director Zeki Kayiran, President Dated: ________________________ Dated: _____________________________ ATTEST: APPROVED AS TO FORM:
___________________________ ___________________________________ Cynthia Ayala, Authority Secretary Arnold M. Alvarez-Glasman, General Counsel
EXHIBIT A
(SCOPE OF WORK)
EXHIBIT A
To: President and Commissioners
From: Executive Director
Meeting Date: October 24,2023
Subject: APPROVE AGREEMENT WITH LIBERTY UTILITIES TO
LEASE 500 ACRE-FEET OF WATER RIGHTS ANNUALLY
FOR THREE (3) YEARS
Recommendation:
1. Approve a Groundwater Pumping Water Rights License and Agreement with “flex rights” (transfers both the pumping right and associated carryover rights to the lessee) with Liberty Utilities, to lease 500 acre-feet (AF) of unused water rights from fiscal years (FY) 2023-2026 Allowable Pumping Allocation;
2. Increase the revenue for Pico Rivera Water Authority (PRWA) Fund (Account No. 550.00.0000-43250) by $42,500 annually for fiscal years 2023-2026; and
3. Authorize the Executive Director to execute a lease agreement in a form approved by the General Counsel.
Fiscal Impact:
The lease agreement will generate revenue in the amount of $127,500 over the three (3) year term ($42,500 per year), as summarized below. Revenues generated through this lease can be used for self-sustaining efforts and infrastructure improvements such as smart meters, portable generators, tank resurfacing and other infrastructure projects.
Lease Year Rate ($AF) Revenue
500 AF
2023-24 $85 $42,500
2024-25 $85 $42,500
2025-26 $85 $42,500
Total Revenue $127,500
Discussion:
Water rights are required to pump groundwater from the Central Basin. These rights were adjudicated by the court in the 1960s in what became known as the Central Basin 10 PICO RIVERA WATER AUTHORITY AGENDA REPORT – MEETING OF OCTOBER 24, 2023 APPROVE AGREEMENT WITH LIBERTY UTILITIES TO LEASE 500 ACRE-FEET OF WATER RIGHTS ANNUALLY FOR THREE (3) YEARS
Judgment. The City of Pico Rivera has annual rights to pump 5,579 AF of water administered by the PRWA. In recent years, the PRWA has pumped on average 4,300 AF per year in order to meet the annual demand of its residential and commercial customers, resulting in an average of 1,300 AF per year of excess and unused pumping rights. Production for the current fiscal year is estimated at 4,400 AF and the annual excess water rights will continue to grow.
The most recent resolution to the Central Basin Judgment, redefined the provisions for the carryover and/or storage of excess water rights from one fiscal year to the next.
The carryover and storage of excess rights in the next fiscal year is subject to a maximum accumulation of 60% of annual rights. Additionally, a payment of $423 per AF is required for the Water Replenishment District (WRD) replenishment assessment.
The PRWA continues to accumulate excess water rights and will soon reach the maximum of the carryover allotment resulting in the potential loss of water rights.
Storage is not recommended since the payment of the replenishment assessment is required and the stored rights are not likely to be needed in the foreseeable future.
On August 21, 2023, PRWA staff contacted all water purveyors within the Central Basin Municipal Water District with a Letter of Intent to lease 1,000 AF of water rights for FY 2023-2026. On August 25, 2023, PRWA staff received one (1) request from Liberty Utilities (Liberty). Liberty requested to lease 500 AF of water rights with flex for the 2023-2026 fiscal years. As part of the lease agreement, Liberty will pay the lease amount of $85 per AF and for the replenishment assessment for the leased water rights once water is extracted to the WRD.
Conclusion:
PRWA staff recommends execution of the lease agreement with Liberty Utilities for fiscal years 2023-2026 in the amount of $85 AF, with a generated revenue of $127,500 for the next three (3) years. The recommended lease agreement does not affect the permanent water rights of the Pico Rivera Water Authority. PRWA staff recommend authorizing the Executive Director to execute a lease agreement in a form approved by the General Counsel.
Steve Carmona
SC:NN:AR:np
Enclosure: 1) Water Rights License and Agreement/Exhibit A AGREEMENT NO. ______
WATER RIGHTS LICENSE AND AGREEMENT
For valuable consideration, the PICO RIVERA WATER AUTHORITY (“Licensor”), a Municipal Corporation hereby grants to LIBERTY UTILITIES (PARK WATER) CORP., a California Corporation (“Licensee”) a license (“License”) to extract 500 acre-feet (“Licensee’s Allowed Pumping Allocation”) of Licensor’s (or its predecessors’ in interest) Allowed Pumping Allocation ) under and pursuant to the Judgment dated October 11, 1965, and entered in Los Angeles Superior Court Case No. 786656 entitled “Central and West Basin Water Replenishment District vs. Charles E. Adams, et al.” during the period commencing Nov 1, 2023 and ending on June 30, 2026 (the “Term”).
Licensor and Licensee (referred to herein individually as “Party” and jointly as “Parties”) agree that this License is granted subject to the following conditions:
1. Licensee shall exercise said License and extract the same on behalf of Licensor during the above-referenced Term and put the same to beneficial use.
2. Licensee shall not, by the exercise of any right granted under of this License, acquire any right to extract water independent of the rights of Licensor.
3. Licensee shall pay assessments levied by the Water Replenishment District of Southern California (“District”) on the pumping of said ground waters.
4. Licensee shall notify the District and the District’s designated Watermaster that said pumping was done pursuant to this License and provide the Watermaster with a copy of this License.
5. In any recording of water production for the period of this License, Licensee shall note that said pumping was done pursuant to this License.
6. Licensee’s Allowed Pumping Allocation shall be increased by the amount hereby leased when computing carryover or allowable overextraction as provided by Part III, Subpart A and B in said Judgment.
7. Licensor warrants that it has 500 acre-feet of Allowed Pumping Allocation and that it has not pumped and will not pump or permit or license any other person to pump any part of said 500 acre-feet during the term of this License.
8. Licensee shall not assign the rights and obligations granted by this License.
9. Licensor and Licensee have cooperated in the drafting and preparation of this License.
Therefore, this License shall not be construed against any Party on the basis such Party drafted this License or any provision within it.
ENCLOSURE 1
10a
Water Right and License Agreement
LIBERTY UTILITIES
10. This License shall be interpreted and construed according to the laws of the State of California and venue shall be in a court of competent jurisdiction locate in the County of Los Angeles, State of California.
11. Waiver by any Party hereto of any term, condition or covenant of this License shall not constitute the waiver of any other term, condition or covenant hereof.
12. If any section, subsection, sentence, clause or phrases of this License, or the application thereof to any of the Parties, is for any reason held invalid or unenforceable, the validity of the remainder of the License shall not be affected thereby and may be enforced by the Parties to this License.
13. As consideration for the Licensee’s Allowed Pumping Allocation and the rights granted herein, the Parties agree that Licensee’s shall compensate Licensor in accordance with the Licensee’s proposal (“License Fee”) attached hereto as Exhibit A, which is incorporated by reference into this License
14. This License, including any attached Exhibits contain the entire understanding between the Parties. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this License shall be effective only if in writing and signed by each party.
LICENSOR: LICENSEE:
PICO RIVERA WATER AUTHORITY LIBERTY UTILITIES (PARK WATER) CORP. __________________________________ __________________________________ Steve Carmona, Executive Director Ed Jackson, West Region President Attest: _____________________________
Cynthia Ayala, CMC, Authority Secretary
Approved: ________________________________
Arnold M. Alvarez-Glasman, General Counsel
EXHIBIT A
(LICENSE FEE)
Liberty Utilities,
August 25, 2023
Noe Negrete, P.E.
Public Works Director
City of Pico Rivera
6615 Passons Blvd.
Pico Rivera, CA 90660
RE: BID FOR LEASE OUT GROUNDWATER PRODUCTION RIGHTS FOR FISCAL YEARS 2023-2026 Dear Mr. Negrete:
Liberty Utilities respectfully submits a bid for the Pico Rivera Water Authorities water rights lease of 500 Acre Feet with Flex for fiscal years 2023-2026. Please see table below.
Fiscal Year Acre Feet W /Flex (AF) $/ Acre Foot Total
2023-2024 500 $
2024-2025 500 $
2025-2026 500 $
Please feel free to contact me with any questions.
Sincerely,
Gabriel Gomez
Manager, Operations
85.00 85.00
85.00 P.O. BOX 7002, 9750 WASHBURN ROAD, DOWNEY, CA 90241 WWW. LIB E RTVU Tl LITI ES.COM
$
$
$
$
42,500.00
42,500.00
42,500.00
127,500.00
EXHIBIT A
To: Mayor and City Council
From: City Manager
Meeting Date: October 24, 2023
Subject: APPROVE A MASTER SERVICE AGREEMENT WITH
SOUNDTHINKING INC. FOR A ONE-YEAR PILOT
PROGRAM
Recommendation:
1. Approve a Master Service Agreement with SoundThinking, Inc. (SoundThinking) for a one-year pilot program of the ShotSpotter Gunshot Detection, Location and Forensics System, and authorize the City Manager to execute the said agreement in a form approved by the City Attorney.
Fiscal Impact:
The total cost of implementing this pilot program is $49,500. Staff has identified sufficient funding within Public Safety Account No. 100.15.1500-54500. No additional appropriation is needed at this time.
Background:
Over the past two (2) years, the Sheriff’s Department has responded to an increased number of calls for service reporting of shots fired incidents of gun related crimes. The average time it takes for the Sheriff’s Department to receive a call in its dispatch center, dispatch officers with the pertinent information and have officers arrive at the location, is generally several minutes. These minutes can prove critical if a victim is struck by the reported gunfire.
Discussion:
ShotSpotter technology is a gunfire detection, analysis and alert system which enhances a Sheriff’s Department's response and investigation. More than two (2) years of gun-related crime data was provided to ShotSpotter for analysis. This data was used to determine the optimal location of gunshot detection sensors covering the areas most impacted by gun related crimes. Once operational, the sensors can detect loud, impulsive sounds (i.e., gunshots), which will generate a recorded incident. The system uses sound triangulation to determine and display the actual shot location, with the 11 CITY COUNCIL AGENDA REPORT – MEETING OF OCTOBER 24, 2023 APPROVE A MASTER SERVICE AGREEMENT WITH SOUNDTHINKING INC. FOR A
ONE-YEAR PILOT PROGRAM
number of rounds, and sequence in which they were fired, within an 82 ft. radius. The recorded sound is then sent to ShotSpotter's Incident Review Center (IRC) where it undergoes two (2) phases of review to determine if it is legitimate gunfire, or if it was generated by another source. Once it is confirmed the sounds were gunfire, Los Angeles County Sheriff’s Department and Sheriff’s Deputies would be notified of the gunfire via a digital application to their smartphone or similar device. This entire process occurs within 60 seconds or less.
There are instances where the Sheriff’s Department never receives reports of gunfire, and there are instances where the reports of gunfire are reported multiple blocks from the actual location of the gunfire. Gunshots are difficult to determine where they originated because of how sound waves travel, which results in officers responding to an inaccurate location. The response delay can sometimes be considerable. If a person was struck by gunfire, time is of the essence, and any delay could be a matter of life and death.
Besides the potential life-saving benefits, the ShotSpotter system provides additional assistance to the subscriber. Most importantly, the system has been proven to deter shootings in other cities that have subscribed to ShotSpotter. Additionally, the system prevents the need to investigate non-gunfire-related incidents, allowing officers to remain available in the field. If an actual gunshot incident does occur, ShotSpotter can detect if there are multiple firearms involved, if any of the firearms are high-capacity type firearms, or if the firearm is a fully automatic weapon. Moreover, the alerts will provide access to Google Earth, optional turn-by-turn directions, and geocode the closest address to help officers reach the correct location. This information is invaluable to responding officers in determining their tactical approach. For Officer Involved Shooting incidents and homicides involving ShotSpotter detection, ShotSpotter will, upon request, provide a court admissible, Detailed Forensic Report. Finally, the information provided by the ShotSpotter system can assist detectives in solving criminal activity by improving their ability to locate shell casings, which can help bolster the County’s National Integrated Ballistic Information Network (NIBIN) program and improve solvability.
ShotSpotter is in use in the cities of Pasadena, San Francisco, and Oakland and has been approved by their respective, strict privacy commissions. ShotSpotter's technology is proprietary, with over 40 patents, and staff is not aware of any other vendor providing this service. Therefore, an exemption from the competitive selection process on the basis of the best interests of the City being served is appropriate.
Staff has negotiated a one-square-mile service area for a one-year term for $49,500, as evidenced in the Master Services Agreement. We are very proud also to have successfully worked with the representatives at SoundThinking to help secure a second one-square-mile service area at no additional cost. This second square mile will be at no cost for a period of six (6) months (January through June 2024), to determine the CITY COUNCIL AGENDA REPORT – MEETING OF OCTOBER 24, 2023 APPROVE A MASTER SERVICE AGREEMENT WITH SOUNDTHINKING INC. FOR A
ONE-YEAR PILOT PROGRAM
need for this second location. Staff, in coordination with the City’s Public Safety Coordinator and the Los Angeles County Sheriff’s Department, will continuously monitor the effectiveness of the second location and provide the City Council a recommendation as to whether to keep the second location.
Conclusion:
Staff is recommending that the City Council authorize a Master Service Agreement with SoundThinking, Inc. to provide a subscription for a one-year pilot of the ShotSpotter gunshot detection, alert, and analysis system.
Steve Carmona
SC:AG:PM:smc
Enclosures: 1) Master Services Agreement
2) SoundThinking, Inc. Sole Source Letter 2023
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States SOUNDTHINKING™ MASTER SERVICES AGREEMENT
SoundThinking, Inc.
39300 Civic Center Dr., Ste. 300
Fremont, CA 94538
+1.888.274.6877
[email protected]
www.soundthinking.com
ENCLOSURE 1
11a
MASTER SERVICES AGREEMENT
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States Contents
1. EXHIBITS ................................................................................................................................. 1
2. DEFINITIONS........................................................................................................................... 1
3. SUBSCRIPTION SERVICES.................................................................................................. 2
4. INITIAL TERM AND RENEWAL............................................................................................ 2
5. LICENSE AND OWNERSHIP................................................................................................. 3
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS ........................................................... 6
7. LIMITED WARRANTIES......................................................................................................... 7
8. CUSTOMER OBLIGATIONS.................................................................................................. 8
9. INTELLECTUAL PROPERTY INFRINGEMENT.................................................................. 9
10. INDEMNIFICATION AND LIMITATION OF LIABILITY..................................................... 10
11. INSURANCE .......................................................................................................................... 11
12. DEFAULT AND TERMINATON; REMEDIES..................................................................... 11
13. TAXES .................................................................................................................................... 12
14. NOTICES................................................................................................................................ 12
15. FORCE MAJEURE................................................................................................................ 12
16. ENTIRE AGREEMENT.......................................................................................................... 13
17. GOVERNING LAW................................................................................................................ 13
18. NO WAIVER........................................................................................................................... 13
19. SEVERABILITY ..................................................................................................................... 13
20. DISPUTE RESOLUTION ...................................................................................................... 13
21. ASSIGNMENT........................................................................................................................ 14
22. COMPLIANCE WITH LAWS ................................................................................................ 14
23. EQUAL EMPLOYMENT OPPORTUNITY........................................................................... 14
24. GENERAL PROVISIONS...................................................................................................... 14 EXHIBIT A – SOUNDTHINKING PROPOSAL.................................................................................. 1 ADDENDUM ONE - SHOTSPOTTER® SUPPLEMENTAL TERMS .............................................. 1 MASTER SERVICES AGREEMENT ǀ Page 1 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States This Master Services Agreement (this “Agreement”) is entered into by and between SoundThinking™, Inc. (referred to herein as “SoundThinking”), with offices located at 39300 Civic Center Dr., Suite 300, Fremont, CA 94538, and the City of Pico Rivera, a California municipal corporation (hereinafter referred to as “Customer”), with offices located at 6615 Passons Blvd., Pico Rivera, CA 90660-1015, effective as of the last date of signature herein. SoundThinking and Customer may also be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.
This Agreement and its exhibits define the deliverables, implementation, and support services for the SoundThinking Subscription Services to be provided under this Agreement and identified in SoundThinking’s Proposal attached hereto as Exhibit A.
In consideration of the Parties’ mutual covenants and promises set forth in this Agreement, the Parties agree as follows:
1. EXHIBITS
The following exhibits (“Exhibits”) and Addenda are attached to, and incorporated in this Agreement:
A. Exhibit A SoundThinking Proposal ID #PICOCA091223
B. Addendum One - ShotSpotter® Supplemental Terms
2. DEFINITIONS
All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth below:
A. Insight means the internet portal to which Customer will have access to Reviewed Alerts with respect to the ShotSpotter® Gunshot Detection, Location, and Forensics System.
B. CaseBuilder™, CaseBuilder™ Subscription Services, CaseBuilder™ Software, or CaseBuilder™ System means the SoundThinking case management software.
C. CaseBuilder™ǀCrime Gun, CaseBuilder™ǀCrime Gun Subscription Services, CaseBuilder™ǀCrime Gun Software, or CaseBuilder™ǀCrime Gun System means SoundThinking’s gun crime tracking and analysis case management tool.
D. Confidential Information means that information designated by either Party as confidential or proprietary as further defined in Section 6 of this Agreement.
E. CrimeTracer™, CrimeTracer™ Subscription Services, CrimeTracer™ Software, or CrimeTracer™ System means the law enforcement search engine and information platform which enables customers to search data from agencies across the U.S.
F. Coverage Area means the area in square miles covered by the ShotSpotter® Subscription Services as set forth in Exhibit A and any increase to the Coverage Area as agreed to in writing between the Parties.
MASTER SERVICES AGREEMENT ǀ Page 2 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States G. ResourceRouter™, ResourceRouter™ Subscription Services, ResourceRouter™ Software, or ResourceRouter™ System means the SoundThinking crime forecasting and patrol/task force management system.
H. ShotSpotter®, ShotSpotter® System, ShotSpotter® Software, or ShotSpotter® Subscription Services means the ShotSpotter® Gunshot Detection, Location, and Forensic Analysis Service.
I. ShotSpotter Data means the data, information, and electronic files created, generated, modified, compiled, displayed, stored or kept in the course of providing the ShotSpotter Subscription Services, including, without limitation, information in Reviewed Alerts accessible through the ShotSpotter Subscription Services and/or Software.
J. Software or SoundThinking Software means collectively the SoundThinking applications identified in Exhibit A and the Addenda to this Agreement to which Customer will have access under this Agreement on a subscription basis. The term Software shall also mean any new applications supplemental to the Subscription Services provided by SoundThinking to Customer subsequent to the execution date of this Agreement, and if purchased by Customer, the SoundThinking API Subscription License.
K. Subscription Services or SoundThinking Subscription Services means collectively the services provided to Customer on a subscription basis under this Agreement to access, and SoundThinking’s maintenance of, the Software.
L. System means collectively the Software and Subscription Services provided under this Agreement.
3. SUBSCRIPTION SERVICES
A. SoundThinking will implement the applicable Subscription Services set forth in Exhibit A and the Addenda to this Agreement.
4. INITIAL TERM AND RENEWAL
The initial term of the Subscription Services shall be for a period of twelve (12) months commencing on the date that the Subscription Services are made available to the Customer (“go live”). Based on the Subscription Services provided under this Agreement, there may be more than one go live date.
The Subscription Services may be renewed for successive periods of one year each (or multiple years as mutually agreed upon in writing by the Parties), in accordance with the following procedure. SoundThinking shall provide Customer with a renewal notice stating the renewal fees, terms, and conditions for the next successive renewal term approximately ninety (90) days prior to the expiration date of the then current term. Customer acknowledges that the Subscription Services fees, terms and conditions, and service levels hereunder are subject to change and that such fees, terms and conditions, and service levels may vary from those applicable to this Agreement in successive renewal terms. Annual Subscription fees are subject to increase at a rate of 5% for Customers whose annual subscription fee is less than the current SoundThinking list price.
MASTER SERVICES AGREEMENT ǀ Page 3 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States If Customer fails to renew prior to expiration of the then current subscription term, the Subscription Services will terminate in accordance with Section 5.C and the Customer’s access to the Subscription Services will be disabled. With respect to ShotSpotter, at its discretion, SoundThinking may remove the ShotSpotter Service and any components from the Coverage Area at that time. If SoundThinking does not remove the ShotSpotter Service from the Coverage Area, Customer may reinstate the ShotSpotter Subscription Services at a later date by renewing this Agreement and payment of the applicable reactivation and ShotSpotter Subscription Services renewal fees; however, Customer will not have access to any Reviewed Alerts that they would have had access to during the lapsed period.
5. LICENSE AND OWNERSHIP
In consideration for and subject to the payment of the annual Subscription Services fees as set forth in Exhibit A, Customer is granted a non-transferrable, non-exclusive and terminable license (“License”) to use the applicable SoundThinking Subscription Services, and ShotSpotter® Data for the Customer’s own internal purposes and, if applicable, permitting citizens to access the public facing components of the relevant Subscription Services as set forth in this Section 5 and the Addenda to this Agreement. Please read the terms and conditions of this Agreement carefully. By using any SoundThinking Subscription Services, you agree to be bound by the terms and conditions of this Agreement and its Addenda. If you do not agree to these terms, you must notify SoundThinking and discontinue any use of the SoundThinking Subscription Services.
A. License and Restrictions.
Software and Subscription Services. The Software is the proprietary product of SoundThinking, licensed to Customer on an annual subscription basis. The SoundThinking Software may incorporate components supplied to SoundThinking under license by third-party suppliers, and may be protected by United States patent, trade secret, copyright law and international treaty provisions.
All such rights in and to the Software and Subscription Services any part thereof is the property of SoundThinking or, if applicable, its suppliers. All right and title to the SoundThinking computer programs, including, but not limited to related documentation, technology, know-how and processes embodied in or made available to Customer in connection with the Subscription Services, patent rights, copyrights, trade secret rights, trademarks, and services marks remain with SoundThinking. Customer may not make any copies of the written materials or documentation that accompany any component of the Software, or use them, or any other information concerning the Subscription Services that SoundThinking has designated as confidential, for any purpose other than bona fide use of the Subscription Services or Software for in accordance with the terms of this Agreement, nor allow anyone else to do so. Customer shall not: (i) modify, adapt, alter, translate, copy, perform, or display (publicly or otherwise) or create compilations, derivative, new, or other works based, in whole or in part, on the Software, or on the Subscription Services; (ii) merge, combine, integrate, or bundle the Software, in whole or in part, with other software, hardware, data, devices, systems, technologies, products, services, functions, or capabilities; (iii) transfer, distribute, make available the Subscription Services, or Software to any person other than Customer; or (iv) sell, resell, sublicense, lease, rent, or loan the Subscription Services or Software, in whole or in part. No component of the Subscription Services, or Software may be used to operate a service bureau, rental or time-sharing arrangement.
MASTER SERVICES AGREEMENT ǀ Page 4 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States Nothing in this Agreement shall be construed as granting any right or title to any SoundThinking Software, the ShotSpotter Data, or any component thereof, or any other intellectual property of SoundThinking or its suppliers to Customer.
Customer shall not alter, remove or obscure any copyright, patent, trademarks, confidential, proprietary, or restrictive notices or markings on any component of the Subscription Services, Software or any documentation.
Use, duplication, or disclosure by applicable U.S. government agencies is subject to restrictions as set forth in in the provisions of DFARS 48 CFR 252.227-7013 or FAR 48 CFR 52.227-14, as applicable.
B. Export.
Customer acknowledges that the ShotSpotter System has been determined by the United States Department of State to be a controlled commodity, software and/or technology subject to the United States Export Administration Regulations of the U.S. Department of Commerce. Customer is specifically prohibited from the export, or re-export, transfer, consignment, shipment, delivery, downloading, uploading, or transmitting in any form, any ShotSpotter Software, ShotSpotter Subscription Services, ShotSpotter Data, documentation, or any component thereof or underlying information or technology related thereto, to any third party, government, or country for any end uses except in strict compliance with applicable U.S. export controls laws, and only with the express prior written agreement of SoundThinking. In the event that such written agreement is provided, Customer shall be responsible for complying with all applicable export laws and regulations of the United States and destination country, including, but not limited to the United States Export Administration Regulations of the U.S. Department of Commerce, including the sanctions laws administered by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), the U.S. Anti-Boycott regulations, and any applicable laws of Customer’s country. In this respect, no resale, transfer, or re-export of the ShotSpotter System or any ShotSpotter System component exported to Customer pursuant to a license from the U.S. Department of Commerce may be resold, transferred, or reported without prior authorization by the U.S. Government. Customer agrees not to export, re-export or engage in any “deemed export,” or to transfer or deliver, or to disclose or furnish, to any foreign (non- U.S.) government, foreign (non-U.S.) person or third party, or to any U.S. person or entity, any of the ShotSpotter System, or ShotSpotter System components, Data, Software, Services, or any technical data or output data or direct data product thereof, or any service related thereto, in violation of any such restrictions, laws or regulations, or without all necessary registrations, licenses and or approvals. Customer shall bear all expenses relating to any necessary registrations, licenses or approvals.
In addition to the restrictions and requirements set forth above, the Customer shall not export, or re-export, transfer, consign, ship, deliver, download, upload, or transmit in any form, the CaseBuilder, CaseBuilder|Crime Gun, CrimeTracer, or ResourceRouter Subscription Services, Software, documentation, or any component thereof or underlying information or technology related thereto to any third party, government, or country for any end uses except in strict compliance with applicable U.S. export controls laws, and only with the express prior written agreement of SoundThinking. In the event that such written agreement is provided, Customer shall be responsible for complying with all applicable export laws and regulations of the United States and MASTER SERVICES AGREEMENT ǀ Page 5 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States destination country, including, but not limited to the United States Export Administration Regulations of the U.S. Department of Commerce, including the sanctions laws administered by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), the U.S. Anti-Boycott regulations, and any applicable laws of the import country.
In addition to the foregoing, Customer shall not disclose, discuss, download, ship, transfer, deliver, furnish, or otherwise export or re-export any such item(s) to or through: (a) any person or entity on the U.S Department of Commerce Bureau of Industry and Security’s List of Denied Persons or Bureau of Export Administration’s anti-proliferation Entity List; (b) any person on the U.S.
Department of State’s List of Debarred Parties; (c) any person or entity on the U.S. Treasury Department Office of Foreign Asset Control’s List of Specially Designated Nationals and Blocked Persons; or (d) any third party or for any end-use prohibited by law or regulation, as any and all of the same may be amended from time to time, or any successor thereto.
C. Termination.
Customer agrees that its right to use any of the applicable Subscription Services, or Software, provided hereunder, including ShotSpotter Data, will terminate following thirty (30) day’s prior written notice due to a material breach of the terms of this Agreement, including failure to pay any sums to SoundThinking when due, or failure to renew the applicable Subscription Services prior to expiration of the then current subscription term unless such breach has been cured within said thirty (30) day period. In the event of a breach of SoundThinking’s intellectual property rights, SoundThinking at its sole discretion may terminate this Agreement immediately upon written notice to Customer. In the event of termination for any reason, Customer’s access to the applicable Subscription Services and Software will terminate and be disabled. With respect to ShotSpotter, Customer’s access to ShotSpotter Data will also terminate; and SoundThinking will cease delivering Reviewed Alerts for ShotSpotter. Customer agrees that SoundThinking shall not be liable to Customer nor to any third party for any suspension of the Subscription Services resulting from Customer’s nonpayment of the Subscription Services fees as described in this section.
D. Modification to, or Discontinuation of the Subscription Services.
Upon reasonable notice to Customer, SoundThinking reserves the right at its discretion to modify, temporarily or permanently, the Subscription Services (or any part thereof). In the event that SoundThinking modifies the Subscription Services in a manner which removes or disables a feature or functionality on which Customer materially relies, SoundThinking, at Customer’s request, shall use commercially reasonable efforts to restore such functionality to Customer. In the event that SoundThinking is unable to substantially restore such functionality, Customer shall have the right to terminate the Agreement and receive a pro-rata refund of the annual Subscription Services fees paid under the Agreement for the subscription term in which this Agreement is terminated.
Customer acknowledges that SoundThinking reserves the right to discontinue offering the Subscription Services at the conclusion of Customer’s then current term. Customer agrees that SoundThinking shall not be liable to Customer or to any third party for any modification of the Subscription Services as described in this section.
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All rights reserved under the copyright laws of the United States E. New Applications.
From time to time, at SoundThinking’s discretion, SoundThinking may release to its customer base, new applications supplemental to the Subscription Services. Customer’s use of such new applications shall be subject to the license, warranty, intellectual property, and support terms of this Agreement. Prior to general release, SoundThinking may request Customer to act as a pre-release test site for new applications, or major upgrades. Provided that Customer agrees in writing to such request, SoundThinking will provide a pre-release package explaining the details and requirements for Customer’s participation.
F. No Use by Third Parties.
Except as otherwise expressly set forth in this Agreement, use by anyone other than Customer of the Subscription Services, Software, documentation, or ShotSpotter Data is prohibited, unless pursuant to a valid assignment of this Agreement as set forth in Section 21 of this Agreement.
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS
A. SoundThinking Confidential Information.
Customer acknowledges and agrees that the source code, technology, and internal structure of the SoundThinking Software, ShotSpotter Data, and SoundThinking Subscription Services, as well as documentation, operations manual(s) and training material(s), are the confidential information and proprietary trade secrets of SoundThinking, the value of which would be destroyed by disclosure to the public. Use by anyone other than Customer of the Subscription Services, documentation, and ShotSpotter Data is prohibited, unless pursuant to a valid assignment under this Agreement.
Unless prohibited by applicable law, the terms and conditions of this Agreement, including pricing and payment terms shall also be treated as SoundThinking’s confidential information. Customer shall not disassemble, decompile, or otherwise reverse engineer or attempt to reconstruct, derive, or discover any source code, underlying ideas, algorithms, formulae, routines, file formats, data structures, programming, routines, interoperability interfaces, drawings, or plans from the Software, or any data or information created, compiled, displayed, or accessible through the Subscription Services, in whole or in part. Customer agrees during the term of this Agreement, and thereafter, to hold the confidential information and proprietary trade secrets of SoundThinking in strict confidence and to not permit any person or entity to obtain access to it except as required for the Customer’s exercise of the license rights granted under this Agreement. Nothing in this Agreement is intended to or shall limit any rights or remedies under applicable law relating to trade secrets, including the Uniform Trade Secrets Act as enacted in applicable jurisdictions.
B. Customer Confidential Information
During the term of this Agreement or any subsequent renewals, SoundThinking agrees to maintain Customer information designated by the Customer as confidential to which SoundThinking gains access in the performance of its obligations under this Agreement, and not disclose such Customer Confidential Information to any third parties except as may be required by law. SoundThinking agrees that Customer’s Confidential Information shall be used solely for the purpose of performing SoundThinking’s obligations under this Agreement.
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All rights reserved under the copyright laws of the United States C. Obligations of the Parties.
The receiving Party’s (“Recipient”) obligations under this section shall not apply to any of the disclosing Party’s (“Discloser”) Confidential Information that Recipient can document: (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Recipient by such Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser’s Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence.
A disclosure by Recipient of any Discloser Confidential Information (a) in response to a valid order by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the rights of either party under this Agreement shall not be considered to be a breach of this Agreement by the Recipient; provided, however, that Recipient shall provide prompt prior written notice thereof to the Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure. The Recipient shall use reasonable controls to protect the confidentiality of and restrict access to all Confidential Information of the Discloser to those persons having a specific need to know for the purpose of performing the Recipient’s obligations under this Agreement. The Recipient shall use controls no less protective than Recipient uses to secure and protect its own confidential, but not “Classified” or otherwise Government-legended, information.
Upon termination of this Agreement the Recipient, as directed by the Discloser, shall either return the Discloser’s Confidential Information, or destroy all copies thereof and verify such destruction in writing to the Discloser.
Unless the Recipient obtains prior written consent from the Discloser, the Recipient agrees that it will not reproduce, use for purposes other than those expressly permitted in this Agreement, disclose, sell, license, afford access to, distribute, or disseminate any information designated by the Discloser as confidential.
7. LIMITED WARRANTIES
A. SoundThinking warrants that the Software will function in substantial conformity with the SoundThinking documentation accompanying the Software and Subscription Services. The Software covered under this warranty consists exclusively of ShotSpotter Dispatch, ShotSpotter Respond, and ShotSpotter Insight applications and user interface; CaseBuilder; CaseBuilder|Crime Gun; CrimeTracer; and ResourceRouter Software and Subscription Services that are made available to the Customer under this Agreement as identified in Exhibit A or any subsequent amendment to this Agreement. Additional limited warranties as applicable are set forth in the Addenda attached to this Agreement and incorporated herein.
B. SoundThinking further warrants that the Subscription Services, and Software shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.
C. SoundThinking does not warrant or represent, expressly or implicitly, that any of its Subscription Services or Software will be uninterrupted or error free; or that any SoundThinking-supplied network will remain in operation at all times or under all conditions.
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All rights reserved under the copyright laws of the United States D. Any and all warranties, express or implied, of fitness for high-risk purposes requiring fail-safe performance are hereby expressly disclaimed.
E. The Parties acknowledge and agree that the Subscription Services are not consumer goods, and are not intended for sale to or use by or for personal, family, or household use.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, AND THE APPLICABLE ADDENDA TO
THIS AGREEMENT SOUNDTHINKING MAKES AND CUSTOMER RECEIVES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF
NON-INFRINGEMENT, QUALITY, SUITABLITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. CUSTOMER OBLIGATIONS.
Customer acknowledges and agrees that SoundThinking’s duties, including warranty obligations, and ability to perform its obligations to Customer under this Agreement shall be predicated and conditioned upon Customer’s timely performance of and compliance with Customer’s obligations hereunder, including, but not limited to:
A. Customer agrees to pay all sums due under this Agreement when they are due pursuant to the payment terms in Exhibit A.
Customer’s address for invoicing:
City of Pico Rivera
Accounts Payable
6615 Passons Road
Pico Rivera, CA 90660-1016
Email: [email protected]
B. Customer agrees to use reasonable efforts to timely perform and comply with all of Customer’s obligations allocated to Customer under this Agreement, and its Addenda.
C. Customer shall not permit any alteration, modification, substitution, or supplementation of any SoundThinking Subscription Services or web portal, or the combining, connection, merging, bundling, or integration of the SoundThinking Subscription Services or web portal into or with any other system, equipment, hardware, software, technology, function, or capability, without SoundThinking’s express prior written consent.
D. Unless otherwise expressly agreed in advance in writing by SoundThinking, Customer shall not authorize or appoint any contractors, subcontractors, original equipment manufacturers, value added integrators, systems integrators, or other third parties to operate, or have access to any part of the Subscription Services or Software.
E. In order to use the Subscription Services, Customer must have and maintain access to the World Wide Web to enable a secure https connection from the Customer’s workstation(s) to SoundThinking’s hosted services, either directly or through devices that access Web-based content. Customer must also provide all equipment necessary to make such (and maintain such) connection.
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All rights reserved under the copyright laws of the United States F. Should criminal background checks or fingerprinting for SoundThinking employees performing any Services under this Agreement or an Addendum hereto be required by Customer, or Federal or State regulations, such background checks or fingerprinting will be conducted by Customer.
G. Customer shall be responsible for the accuracy, quality, appropriateness, and legality of all Customer data, any other Customer business information used in any Subscription Services.
H. SoundThinking will assist the Customer in initially setting up passwords and user names for Customer’s employees, agents, or representatives to whom Customer designates access to the applicable Subscription Services (“Authorized Users”). Thereafter, Customer shall be responsible for assigning passwords and user names for each of its Authorized Users. Customer shall be responsible for maintaining the confidentiality and use of Customer’s password and user names and shall not allow passwords and/or user names to be shared by Authorized Users; nor shall Customer permit any unauthorized users to access the Subscription Services. The maximum number of Authorized Users for the applicable Subscription Services is set forth in Exhibit A. Each Authorized User identification may only be used to access the applicable Subscription Services during one (1) concurrent login session.
I. Customer shall comply with all applicable laws, rules and regulations relating to the goods and services provided hereunder.
9. INTELLECTUAL PROPERTY INFRINGEMENT
SoundThinking will, at its expense, defend and indemnify Customer from and against losses, suits, damages, liability, and expenses (including reasonable attorney fees) arising out of a claim asserted in a lawsuit or action against the Customer by a third party unrelated to the Customer, in which such third party asserts a claim that the Subscription Services and/or Software, when used in accordance with SoundThinking’s user documentation, infringes any United States patent which was issued by the U.S.
Patent and Trademark Office, or United States copyright which was registered by the U.S. Copyright Office, as of the effective date of Customer’s agreement to license the applicable SoundThinking Subscription Services and Software (collectively “Action”), provided that Customer provides SoundThinking with reasonably prompt notice of any such Action, or circumstances of which Customer becomes aware that could reasonably be expected to lead to such Action including but not limited to any cease and desist demands or warnings, and further provided that Customer cooperates with SoundThinking and its defense counsel in the investigation and defense of such Action.
SoundThinking shall have the right to choose counsel to defend such suit and/or action, and to control the settlement (including determining the terms and conditions of settlement) and the defense thereof.
Customer may participate in the defense of such action at its own expense.
This Section 9 shall not apply and SoundThinking shall have no obligation to defend and indemnify Customer in the event the Customer or a third party modifies, alters, substitutes, or supplements any of the Subscription Services, or Software, or to the extent that the claim of infringement arises from or relates to the integration, bundling, merger, or combination of any of the same with other hardware, software, systems, technologies, or components, functions, capabilities, or applications not licensed by SoundThinking as part of the Subscription Services, nor shall it apply to the extent that the claim of MASTER SERVICES AGREEMENT ǀ Page 10 of 15
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All rights reserved under the copyright laws of the United States infringement arises from or relates to meeting or conforming to any instruction, design, direction, or specification furnished by the Customer, nor to the extent that the Subscription Services or Software are used for or in connection with any purpose, application, or function other than in accordance with the SoundThinking documentation accompanying the Subscription Services or Software.
If, in SoundThinking’s opinion, any of the Subscription Services, or Software may, or are likely to become, the subject of such a suit or action, does become the subject of a claim asserted against Customer in a lawsuit which SoundThinking is or may be obliged to defend under this section, or is determined to infringe the foregoing patents or copyrights of another in a final, non-appealable judgment subject to SoundThinking’s obligations under this section, then SoundThinking may in full and final satisfaction of any and all of its obligations under this section, at its option: (1) procure for Customer the right to continue using the affected Subscription Services or Software, (2) modify or replace such Subscription Services or Software to make it or them non-infringing, or (3) refund to Customer a pro-rata portion of the annual Subscription Services fees paid for the affected Subscription Services for the term in which the Agreement is terminated.
This Section 9 states the entire liability of SoundThinking and is Customer’s exclusive remedy for or relating to infringement or claims or allegations of infringement of any patent, copyright, or other intellectual property rights in or to any SoundThinking Subscription Services, SoundThinking Software or any component thereof. This section is in lieu of and replaces any other expressed, implied, or statutory warranty against infringement of any and all intellectual property rights.
10. INDEMNIFICATION AND LIMITATION OF LIABILITY
SoundThinking shall, at its expense, indemnify, defend, save, and hold Customer harmless from any and all claims, lawsuits, or liability, including attorneys' fees and costs, arising out of, in connection with, any loss, damage, or injury to persons or property to the extent of the gross negligence, or wrongful act, error, or omission of SoundThinking, its employees, agents, or subcontractors as a result of SoundThinking’s or any of its employees, agents, or subcontractor’s performance pursuant to this Agreement. SoundThinking shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding the foregoing, if a claim, lawsuit, or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents, or contractors, SoundThinking’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
In no event shall either Party, or any of its affiliates or any of its/their respective directors, officers, members, attorneys, employees, or agents, be liable to the other Party under any legal or equitable theory or claim, for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, indirect, incidental, or consequential damages, each of which is hereby excluded by agreement of the Parties, regardless of whether such damages were foreseeable or whether any Party or any entity has been advised of the possibility of such damages.
Except for its Intellectual Property infringement indemnity obligations under Section 9 of this Agreement, SoundThinking’s cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this Agreement, whether in contract, tort, by way of indemnification or under statute, and regardless of the form of action or legal theory shall not exceed (i) two (2) times the amount of the annual subscription fee(s) for the MASTER SERVICES AGREEMENT ǀ Page 11 of 15
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All rights reserved under the copyright laws of the United States twelve (12) month period in which the claim arises, or (ii) the amount of insurance maintained by SoundThinking available to cover the loss, whichever is greater. The foregoing limitations shall apply without regard to any failure of essential purpose of any remedies given herein.
11. INSURANCE
During the term of this Agreement, SoundThinking at its expense, shall carry, maintain, and keep in full force and effect insurance coverage in the limits below. SoundThinking shall provide certificates of insurance to Customer’s Risk Manager evidencing such coverage, and naming the Customer as an additional insured under the commercial general liability policy(ies). Such certificates shall be provided prior to commencement of the Services under this Agreement, and annually on renewal of the required insurance.
Commercial General Liability Insurance: $1,000,000 ea. occurrence/$2,000,000 aggregate Auto Liability (any auto): $1,000,000 combined single limit Umbrella Liability: $5,000,000 ea. occurrence/$5,0000,000 aggregate E&O/Cyber Liability: $3,000,000 ea. claim/aggregate
Workers’ Compensation: Statutory
Employer’s Liability: $2,000,000 ea. accident
$2,000,000 disease, ea. employee
$2,000,000 disease, policy limit
Certificates of insurance shall include a waiver of subrogation in favor of Customer.
Policies shall be issued by insurers authorized to do business in the State of California, with a rating of at least A:VII in the latest edition of Best’s Insurance Guide.
SoundThinking shall provide thirty (30) days’ written notice to Customer in the event such policies are reduced or cancelled.
The commercial general liability and automobile liability policies shall be primary to any coverage available to the City.
The provision of insurance by SoundThinking shall not be construed as full performance of SoundThinking’s duties to indemnify, hold harmless, or defend as set forth in Section 10.
12. DEFAULT AND TERMINATON; REMEDIES
Either Party may terminate this Agreement in the event of a material breach of the terms and conditions of this Agreement upon thirty (30) days’ prior written notice to the other Party; provided that the Party alleged to be in breach has not cured such breach within said thirty (30) day period.
In addition to the termination provisions in Section 5.C for failure to pay annual Subscription Services fees, upon the occurrence of a material breach of Customer’s obligations under this Agreement not susceptible to cure as provided in the preceding paragraph, SoundThinking may at its option, effective immediately upon written notice to Customer, either: (i) terminate SoundThinking’s future obligations under this MASTER SERVICES AGREEMENT ǀ Page 12 of 15
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All rights reserved under the copyright laws of the United States Agreement, terminate Customer’s License to use the Subscription Services and Software, or (ii) accelerate and declare immediately due and payable all remaining charges for the remainder of the Agreement and proceed in any lawful manner to obtain satisfaction of the same.
13. TAXES
Unless otherwise included as a line item in Exhibit A, the fees due under this Agreement exclude any sales, use, value added or similar taxes that may be imposed in connection with this Agreement. Customer agrees that it shall be solely responsible for payment, or reimbursement to SoundThinking as applicable, of all sales, use, value added or similar taxes imposed upon this Agreement by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Customer or SoundThinking. If exempt from such taxes, Customer shall provide to SoundThinking written evidence of such exemption. Customer shall also pay any personal property taxes levied by government agencies based upon Customer’s use or possession of the items acquired or licensed in this Agreement.
14. NOTICES
Any notice or other communication required or permitted to be given under this Agreement shall be in writing delivered to the address set forth in this Agreement by certified mail return receipt; overnight delivery services; delivered in person; or via email with read receipt. A Party’s address may be changed by written notice to the other Party.
Notices to Customer: Notices to SoundThinking:
City of Pico Rivera SoundThinking, Inc.
Attn: Steve Carmona, City Manager Attn: CFO
PO Box 1016 39300 Civic Center Dr., Ste. 300
6615 Passons Blvd.
Pico Rivera, CA 90660-1016
Fremont, CA 94538
[email protected]
Facsimile: 562.801.4765
With a courtesy copy to:
Arnold M. Alvarez-Glasman, City Attorney
13181 Crossroads Parkway North
Suite 400 – West Tower
City of Industry, CA 91746
Facsimile: 562.692.2244
15. FORCE MAJEURE
In no event shall the Parties be liable for any delay or default in its performance of any obligation under this Agreement caused directly or indirectly by an act or omission of the other Party , or persons acting under its direction and/or control, fire, flood, act of God, an act or omission of civil or military authority of a state or nation, strike, lockout, or other labor disputes, inability to secure, delay in securing, or shortage of labor, materials, supplies, transportation, or energy, failures, outages or denial of services of wireless, power, telecommunications, or computer networks, acts of terrorism, sabotage, vandalism, hacking, natural disaster or emergency, war, riot, embargo, or civil disturbance, breakdown or destruction of plant or MASTER SERVICES AGREEMENT ǀ Page 13 of 15
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All rights reserved under the copyright laws of the United States equipment, or arising from any cause whatsoever beyond either Party’s reasonable control. At SoundThinking’s option and following notice to Customer, any of the foregoing causes shall be deemed to suspend such obligations of SoundThinking so long as any such cause shall prevent or delay performance, and SoundThinking agrees to make, and Customer agrees to accept performance of such obligations whenever such cause has been remedied.
16. ENTIRE AGREEMENT
This Agreement and its Exhibits and Addenda represent the entire agreement and understanding of the Parties and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written or oral agreements, representations, understandings, or negotiations with respect to the matters covered by this Agreement.
17. GOVERNING LAW
The validity, performance, and construction of this Agreement shall be governed by the laws of the state of California, without giving effect to the conflict of law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply.
18. NO WAIVER
No term or provision of this Agreement shall be deemed waived, and no breach excused unless such waiver or consent is in writing and signed by both Parties. Any consent by either Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other, different, prior, or subsequent breach.
The failure of either Party to enforce at any time any of the provisions of this Agreement shall not constitute a present of future waiver of any such provisions or the right of either Party to enforce each and every provision.
19. SEVERABILITY
If any term, clause, sentence, paragraph, article, subsection, section, provision, condition, or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.
20. DISPUTE RESOLUTION
If the Parties disagree as to any matter arising under this Agreement or the relationship and dealings of the Parties hereto, then at the request of either Party, SoundThinking and Customer shall promptly consult with one another and make diligent, good faith efforts to resolve the disagreement by negotiation prior to either Party taking legal action. If such negotiations do not resolve the dispute within sixty (60) days of the initial request, either Party may take appropriate legal action.
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All rights reserved under the copyright laws of the United States
21. ASSIGNMENT
This Agreement may not be assigned or transferred by either Party, nor any of the rights granted herein, in whole or in part, by operation of law or otherwise, without the other Party’s express prior written consent, which shall not be unreasonably withheld. Provided, however, that SoundThinking may assign or transfer this Agreement and/or SoundThinking’s rights and obligations hereunder, in whole or in part, in the event of a merger or acquisition of all or substantially all of SoundThinking’s assets. No assignee for the benefit of Customer’s creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff, or any other officer of a court, or other person charged with taking custody of Customer’s assets or business, shall have any right to continue or to assume or to assign these without SoundThinking’s express consent.
22. COMPLIANCE WITH LAWS
During the term of this Agreement SoundThinking will comply with all applicable local, state, and federal laws, statutes and regulations.
23. EQUAL EMPLOYMENT OPPORTUNITY
SoundThinking is committed to equal-employment principles, and the provisions outlined in the Equal Opportunity Clauses of Executive Order 11246, (41 CFR 60- 1.4), section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a)), section 402 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-250.5(a)), and, the Jobs for Veterans Act of 2003, (41 CFR 60-300.5(a)) as well as any other regulations pertaining to these orders. SoundThinking’s decisions and criteria governing its hiring and employment practices are made in a non-discriminatory manner, without regard to age, race, color, national origin, citizenship status, gender (including pregnancy, childbirth or medical condition related to pregnancy or childbirth), gender identity or expression, sex, religion, creed, physical or mental disability, medical condition, legally protected genetic information, marital status, veteran status, military status, sexual orientation, or any other factor determined to be an unlawful basis for such decisions by federal, state, or local statutes.
24. GENERAL PROVISIONS
A. This Agreement and its Addenda shall be binding on and inure to the benefit of the Parties and any permitted successors and assigns; however, nothing in this paragraph shall be construed as a consent to any assignment by either Party except as provided in Section 21 of this Agreement.
B. This Agreement shall not become a binding contract until signed by an authorized representative of each Party, effective as of the date of signature.
C. This Agreement and its Addenda may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original.
D. The provisions of this Agreement and Addenda shall not be construed in favor of or against either Party because that Party or its legal counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement.
E. An electronic signature copy of this Agreement and its Exhibits, Addenda, notices and documents prepared under this Agreement shall be considered an original. The Parties agree that any document in electronic format or any document reproduced from an electronic format shall not be MASTER SERVICES AGREEMENT ǀ Page 15 of 15
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All rights reserved under the copyright laws of the United States denied legal effect, validity, or enforceability, and shall meet any requirement to provide an original or hard copy.
F. This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
EACH PARTY’S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO THE TERMS OF THIS
AGREEMENT, INCLUDING ITS EXHIBITS AND ADDENDA, AND NO DIFFERENT OR ADDITIONAL
TERMS CONTAINED IN ANY CONFIRMATION, PURCHASE ORDER, AMENDMENT OR OTHER
BUSINESS FORM, WRITING OR MATERIAL SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY THE PARTIES.
CITY OF PICO RIVERA SOUNDTHINKING, INC.
Accepted By (Signature) Accepted By (Signature)
Printed Name Printed Name
Title Title
Date Date
MASTER SERVICES AGREEMENT EXHIBIT A ǀ Page 1 of 1
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States EXHIBIT A – SOUNDTHINKING PROPOSAL
SoundThinking Proposal No.: PICOCA091223
(Attached on Following Pages)
Price Proposal for Subscription-Based
Gunshot Detection, Location, and Forensic Analysis Service for the City of Pico Rivera, California
September 12, 2023
Proposal ID: PICOCA091223
Submitted by: Terri Greene – Director, West Region
714.365.5102 mobile
650.887.2106 fax
[email protected]
SoundThinking, Inc.
39300 Civic Center Drive, Suite 300
Fremont, California 94538
888.274.6877
www.soundthinking.com
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Table of Contents
Executive Summary ................................................................................................................... 1 Introduction ............................................................................................................................ 1 Company History ....................................................................................................................... 3 SoundThinking’s SafetySmart Platform .................................................................................. 4 ShotSpotter Service Overview ................................................................................................... 5 How ShotSpotter Works ......................................................................................................... 5 ShotSpotter Application .......................................................................................................... 6 InSight™ ................................................................................................................................ 7 Mobile Alerts........................................................................................................................... 9 Investigative Lead Summary .................................................................................................10 Detailed Forensic Reports and Expert Witness Testimony ....................................................11 Notifications API (Optional)....................................................................................................12 Onboarding Services.................................................................................................................13 Getting Started ......................................................................................................................13 Best Practices .......................................................................................................................13 User Training.........................................................................................................................14 Agency Metrics/KPIs (Key Performance Indicators)...............................................................14 Onsite Support During Service Activation (Go-Live) ..............................................................14 Ongoing Customer Support.......................................................................................................15 Customer References ...............................................................................................................15 Proposed Coverage Area..........................................................................................................16 Pricing.......................................................................................................................................17
1.0 mi2 Coverage Area (One Year Term)...............................................................................17
1.0 mi2 Coverage Area (Three Year Term) ............................................................................17 Forensic Consultation Services .............................................................................................17 Payment Terms .....................................................................................................................17 One-Year Payment Terms .................................................................................................17 Three-Year Payment Terms...............................................................................................17 Pricing Assumptions..............................................................................................................18 Optional Additional Services..................................................................................................18 Notifications API Annual Subscription Fee .........................................................................18 Notifications API Pricing Assumptions................................................................................18 Price Proposal for Pico Rivera, CA
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Executive Summary
Introduction
SoundThinking™ is pleased to present this proposal in response to the City of Pico Rivera’s request. A component of our SafetySmart™ Platform, the proposed ShotSpotter® solution is designed to identify, locate, and track active gunfire, and will support the Los Angeles Sheriff’s Department’s (LASD’s) efforts to more effectively respond to and investigate gunfire incidents.
The proposed solution is deployed across the country and serves agencies of all sizes that are committed to leveraging our real-time gunfire intelligence to reduce gun violence and build community trust.
The ShotSpotter gunshot detection, alert, and analysis services provide what would be otherwise unobtainable, critical real-time gunfire intelligence. The core capabilities of the ShotSpotter solution are:
DETECT – ShotSpotter detects and locates gunfire incidents to enable a fast, precise response to over 90% of shooting incidents within the targeted areas. This has a powerful deterrent effect and disrupts the gun violence cycle.
PROTECT – ShotSpotter alerts allow first responders to respond swiftly to find victims and save lives. Cities with ShotSpotter report a 3.5 minute reduction in transport time for gunshot victims. In addition, ShotSpotter helps protect officers by providing them with comprehensive data on the actual amount of gunfire activity that occurs in the neighborhoods they patrol and provides critical situational awareness when responding to specific incidents.
CONNECT – By applying community policing-oriented best practices, ShotSpotter provides a unique opportunity for law enforcement agencies to connect with vulnerable communities. Rapid response to gunfire incidents in communities that have been most impacted by gun violence builds positive attitudes towards law enforcement and leads to more constructive engagements and cooperation.
ShotSpotter has become an indispensable crime-fighting tool for these agencies, in light of the community dynamics that fuel gun violence and the well-documented challenges of relying solely on 9-1-1 calls for service:
• Under-reporting of persistent gunfire: Nationwide, on average, less than 20% of gunfire incidents are reported to 9-1-1. Why don’t residents call? The answer is complex, but typically involves the following concerns:
o Recognition: “Was that gunfire, fireworks, or something else?” o Retaliation: “If they find out I called, will they come after me?” o Resignation: “No one came the last time I called…”
Without ShotSpotter, most law enforcement agencies are working with an 80% to 90% deficiency in their gun violence-related intelligence.
• Late and inaccurate information: When a citizen reports a gunfire incident, the 9-1-1 call typically comes several minutes after the event occurred, and based on analysis, the location provided is usually mislocated by 750 feet (on average). As a result, valuable time and resources are wasted trying to locate the incident, diminishing the opportunity to identify suspects and witnesses, recover evidence, and most importantly, render lifesaving aid to victims.
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The ability to receive near real-time gunfire intelligence data provides law enforcement agencies with a critical advantage in their efforts to reduce and prevent gun violence and improve officer safety. Specific results include:
• Officers can more quickly and accurately go directly to the scene of the shooting • Situational awareness is vastly improved over what is available when relying solely on the 9-1-1 system
• Law enforcement has a better chance of arriving before the shooter has left the scene • Officers are more likely to find evidence in the form of shell casings (which, in conjunction with NIBIN/IBIS, provide valuable investigative leads) and/or other ground truth that can aid in the investigation
• Officers are more likely to find witnesses who may have information that can aid in the investigation
• Community engagement is heightened, which often translates into more information from the community (e.g., tip lines, field interviews, etc.) • Enhanced targeted enforcement (precision policing)
• More court-admissible and scientifically sound forensic evidence is available to strengthen prosecutions of the worst offenders
We appreciate your consideration of our proposal. SoundThinking is committed to your success and we look forward to partnering with you to make ShotSpotter a key component of your efforts to reduce gun crime in the City of Pico Rivera.
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Company History
SoundThinking is a public safety technology company that combines transformative solutions and strategic advisory services for sound decisions, to make neighborhoods safer and improve community confidence. SoundThinking was founded in 1995 (as ShotSpotter, Inc.) and has been providing gunshot detection solutions since its inception. SoundThinking is the world leader in gunshot detection, with over 1,000 square miles operational; more than 14 million incidents reviewed; and 40 issued patents. SoundThinking is a publicly traded corporation (NASDAQ: SSTI) with approximately 200 full-time employees and is headquartered in Fremont, California.
The following table provides an overview of SoundThinking’s history and growth. 1995
• SoundThinking (formerly ShotSpotter) founded by Dr. Robert Showen. With over 30 years of acoustic and geophysics experience, it was Dr. Showen’s vision to help curb gunfire that led him to design the ShotSpotter gunshot detection system. 1996 • The US Patent Office granted SoundThinking its first patent 2010 • Ralph Clark joined SoundThinking as President and CEO 2011 • SoundThinking opened the Incident Review Center (IRC) allowing SoundThinking to publish or dismiss detected gunshots with a higher level of accuracy 2014 • Cape Town, South Africa became SoundThinking’s first international SaaS customer 2016 • SoundThinking formed our Customer Success Team to assist all customers in maximizing the value of the ShotSpotter service
2017 • SoundThinking achieved a World Class Net Promotor Score (NPS) of 55% • SoundThinking became a publicly traded company (NASDAQ: SSTI) 2018
• SoundThinking acquired HunchLab technology and introduced a proactive patrol management solution (formerly Connect, now ResourceRouter™) • SoundThinking won the Noble Technology Award from National Organization of Black Law Enforcement Executives
• SoundThinking won AST Homeland Security Award for Best Gunshot Detection System
• The City of Chicago expanded ShotSpotter coverage to over 100 miles and reported a 26% decrease in shootings from the previous year
• Kruger National Park in South Africa went live with ShotSpotter in the park’s iconic Intensified Protection Zone (IPZ).
2019
• SoundThinking received approval from the Oakland City Council and unanimous approval for use of its gunshot detection technology from the Oakland Privacy Advisory Commission (PAC).
• SoundThinking welcomed its 100th customer
• SoundThinking deployed its first sensors in Malaysia in an effort to reduce blast fishing, save the coral reef, and ensure local food security 2020
• SoundThinking acquired LEEDS, LLC and assumed responsibility for case management within the New York Police Department. With this strategic acquisition, SoundThinking added case management technology to its SafetySmart platform. • Rangers from Kruger National Park reported nearly 60% reduction in the number of rhinos killed within the ShotSpotter coverage area
2021
• SoundThinking won the AST Homeland Security Award for Best Gunshot Detection System for fourth consecutive year
• The US Patent Office granted SoundThinking its 40th patent • SoundThinking published its one millionth gunshot alert • SoundThinking introduced two new applications: CaseBuilder™ and CaseBuilder Crime Gun™ focused on gun crime management
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2022
• SoundThinking acquired Forensic Logic, LLC and their COPLINK X solution (now CrimeTracer™), an investigative search engine and analytics tool • SoundThinking introduced our Data for Good program, designed to use ShotSpotter data to identify communities experiencing high levels of gunfire violence and assist community providers to deliver timely support and intervention • SoundThinking certified a “Great Place to Work”
2023
• SoundThinking introduced our SafetySmart Platform, a suite of products that provide law enforcement agencies with better information, to enable better decisions, and drive better outcomes
SoundThinking’s SafetySmart Platform
The SafetySmart Platform brings together specialized software and objective data to help law enforcement and civic leadership better protect their communities by ensuring the right resources are provided when and where they are needed most. As a trusted partner to many law enforcement agencies, SoundThinking has been both a firsthand witness and participant in the evolution of policing as it faces increasing challenges, such as staffing shortages, aging technologies, and exponential growth in data (as well as the need to access, analyze, and share data). In response to these challenges, SoundThinking has developed our SafetySmart Platform that provides a range of tools beyond gunshot detection to help law enforcement agencies operate and collaborate more efficiently.
The SafetySmart Platform brings the power of digital transformation to law enforcement.
Together or separately, these data-driven solutions act as a force multiplier and help drive deeper community engagement by delivering better information, enabling better decisions, and driving better outcomes, for more efficient, effective, and equitable policing.
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ShotSpotter Service Overview
How ShotSpotter Works
Based on an analysis of known gunfire-related crimes, the SoundThinking team designs and deploys networked sensors within the targeted coverage area. These acoustic arrays detect and locate gunshot activity within the coverage area and report that information to SoundThinking’s Incident Review Center (IRC) which is staffed 24/7/365. ShotSpotter uses a two-factor incident review process to minimize false alerts. The first tier is performed by sophisticated AI software, to filter out any incidents that do not meet the minimum threshold for human review as potential gunfire incidents (e.g., helicopter noise, fireworks, etc.). The incidents that meet the minimum threshold for human review are then received at our IRC. The IRC review process is performed by a team of highly trained acoustic experts. In addition to examining the incident audio, SoundThinking’s acoustic experts also examine the visual characteristics of the detected pulses and the incident, such as the number of participating sensors, the wave form, pulse alignment, and the direction of sound. The IRC review results in either publishing (Gunshot or Probable Gunshot) or dismissal (Non-Gunshot) of the incident with a high level of precision.
If the reviewer classifies the incident as a gunshot, the reviewer sends an alert, including location information and an audio snippet, to law enforcement agencies via a passwordprotected application on a mobile phone, in-car laptop, or computer. In addition to the dot-onthe-map and audio, ShotSpotter provides details such as number of shots fired, whether multiple shooters were involved, and whether high-capacity and/or fully automatic weapons were used. SoundThinking designed this entire process (i.e., recording the impulsive sound, two-factor review, and publishing alerts to authorized users) to be completed in less than 60 seconds (but is often completed within 25 to 30 seconds).
ShotSpotter customers receive a contextually rich, detailed gunfire alert that enables a fast, precise, and safer response to gunfire incidents. In addition, ShotSpotter alerts can also trigger other technology platforms such as cameras that can pan and zoom in the direction of an event.
SoundThinking has successfully integrated ShotSpotter with a wide range of third-party applications such as CAD, RMS, License Plate Readers, drones, and other applications.
ShotSpotter helps law enforcement agencies by directing resources to the precise location of more than 90% of gunfire incidents. ShotSpotter rapidly notifies first responders of shootings via dispatch centers, in-vehicle computers, and smart phones. Instant alerts enable first responders to aid victims, collect evidence, and identify witnesses. ShotSpotter’s actionable intelligence can then be used to prevent future crimes by positioning law enforcement when and where crime is likely to occur. ShotSpotter gunshot detection and location services are delivered as an easily implemented Software as a Service (SaaS) solution, with no requirement for customer investment in or maintenance of expensive hardware or software. SoundThinking hosts, secures, monitors, and maintains the ShotSpotter infrastructure. Contracts are based on an affordable one-year or multi-year subscription agreement, and the subscription includes unlimited licenses for the proposed SoundThinking applications.
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ShotSpotter Application
The ShotSpotter application is used by Call Takers, Dispatchers, and Patrol Officers in the field.
Real-time notifications of gunfire incidents are delivered to this app and includes the following data:
• Incident location (dot on the map, per the incident latitude and longitude) • Type of gunfire (single round, multiple round)
• Unique identification number
• Date and time of the muzzle blast (trigger time)
• Nearest address of the gunfire location 1
• Number of shots
• District identification
• Beat identification
A SoundThinking analyst may add other contextual information such as the possibility of multiple shooters, high-capacity weapons, full-automatic weapons, and the shooter’s location related to a building (front yard, back yard, street, etc.). The report also includes an audit trail of the time the alert was published, acknowledged, and closed at the customer facility. All notes entered by Call Takers and Dispatchers added to the alert are time- and date-stamped with the operator’s ID. For Patrol Officers, the alert includes an audio snippet of the incident. 1 Based on the reverse geo-verification of the incident latitude and longitude, using commercially available GIS sources such as Google or customer-provided GIS data.
Figure 1. ShotSpotter App in Dispatch View
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Figure 2. ShotSpotter App in Respond View
InSight™
InSight™ enables customers to explore details about prior gunshot incidents in their ShotSpotter coverage area and use the data for investigation and analysis. Crime analysts, investigators, and command staff can view, filter, sort, report, and transform historical gunshot data into meaningful insights, ultimately informing strategies for reducing gun violence.
InSight enables users to find and identify the incidents using an extensive array of filters for date, time, location, keywords, single vs. multiple gunshots, patrol areas, as well as shapes drawn on the map. The shape filters narrow a search for shooting incidents within a radius of a known address, across several blocks, or look for and monitor activity on both sides of a jurisdictional border. Saved reports retain common filter settings for quick retrieval (e.g., “District 4 Gunfire – Last 28 days”).
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Figure 3. InSight App
InSight shows how a shooting event unfolded by watching a shot-by-shot animation that details the location and sequence of each shot. The software also highlights other nearby incidents that may be potentially related based on its relative distance and time of occurrence.
InSight comes with a set of reports that make it easy to share incident data throughout an agency:
• The Investigative Lead Summary report give details of a shooting incident including audio, location, sequence, and timing of each shot fired. This report is often used to share incident audio and details with colleagues, aid investigators with collecting evidence at the scene of a shooting and conducting better interviews of witnesses, suspects, and victims, or attach to a case file.
• The Multi-Incident report provides a summary of shooting incidents broken out by single, multiple, and probable gunshot incidents as well as any non-gunfire incidents if they were included in the search. The summary is followed by details for each incident including the date, time, location, number of rounds, CAD ID, ShotSpotter ID, and other details.
For customized, ad hoc reporting and analysis, InSight can export incident data to other off-theshelf products such as Microsoft Excel, Tableau, Google Earth, ArcGIS, and other tools.
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Mobile Alerts
The ShotSpotter smartphone
application delivers real-time gunfire
alert data to smart phones and smart
watches, available for use on iPhones
and Android platforms. The ShotSpotter
app displays the gunfire location as a
dot-on-a-map and the data also
includes the number of rounds fired and
access to the incident audio.
Figure 5. ShotSpotter Smartphone App
Figure 4. Smartwatch Notification
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Investigative Lead Summary
The ShotSpotter Investigative Lead Summary (ILS) is an on-demand report that provides useful details about the location, timing, and sequence of each shot fired during an incident. The ILS is very valuable on scene, helping law enforcement find shell casings, confirm witness accounts, and identify suspects. ILS reports are available immediately after an incident occurs through a single click of a button within the mobile, web, or desktop ShotSpotter and InSight applications.
The ILS will fulfill the majority of law enforcement agency needs, particularly in situations where a report is not intended for presentation to court (since the ILS report is electronically produced, it is not court admissible).
Figure 6. ShotSpotter Investigative Lead Summary (ILS)
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Detailed Forensic Reports and Expert Witness Testimony
In nearly all the criminal proceedings in which our experts have been called to testify, SoundThinking has produced detailed, round-by-round analysis of the timing and location of the shots fired by one or more weapons. To the best of our knowledge, no other acoustic-based gunshot detection system has been accepted in a court of law as providing this kind of forensic evidence.
SoundThinking data supports detailed forensic analysis of gunfire incidents, including:
• Weapon type (e.g., automatic vs. semi-automatic)
• Number of rounds fired
• Possibility of multiple shooters
Unlike the ILS, the DFR is a court-admissible document prepared by our forensic engineers.
The DFR is intended to be used by attorneys as part of a court case for the exact, verified timing, sequence and location of each shot fired. Secondarily, DFRs are available for use by law enforcement to obtain search warrants or to investigate Officer Involved Shootings. DFRs are Figure 7. ShotSpotter Detailed Forensic Report (DFR)
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available upon written request, and our goal is to deliver all DFRs within ten business days of the request.
To support prosecutions, audio snippets provide powerful demonstrative evidence to prosecutors and allow jurors to gain a deeper understanding of the victims’ experience of the incident. For prosecutors who wish to have a SoundThinking expert witness testify regarding a DFR, to help interpret and clarify crime scene activity derived from ShotSpotter data, or provide other forensic consultation services, these services are available for an hourly fee.
In 20 states and in the District of Columbia, SoundThinking evidence and SoundThinking expert witness testimony have been successfully admitted in over 200 court cases. ShotSpotter forensic evidence has prevailed in 25 Frye and Daubert challenges throughout the United States.
Notifications API (Optional)
The Notifications API (available as a separately priced option) allows client applications to receive accurate, timely details about ShotSpotter gunfire alerts, including precise latitude and longitude (geolocation), GPS-synchronized timestamps, incident audio, and situational context provided by the 24/7/365 Incident Review Center. Typical integrations include:
• Video Management Systems (VMS)
• Computer-Aided Dispatch (CAD) systems
• Records Management Systems (RMS)
• Automated License Plate Readers (ALPRs)
• Crime analysis and statistics packages (including COMPSTAT software) Each Notifications API license pack is available for an annual subscription fee that includes:
• Up to three (3) interfaces
• Establishing an instance of the API for the LASD on SoundThinking-hosted servers • Consulting with the LASD and third parties to ensure the API operates according to the API specifications
• 24/7 alerts to up to three third-party interfaces
• Supporting the third party and LASD as systems are upgraded Additional API licenses can be purchased in packs of three interfaces.
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Onboarding Services
Concurrent with the sensor design and deployment activities, SoundThinking will provide a series of onboarding services to prepare the LASD to maximize the value of the ShotSpotter service. These standard onboarding steps will be refined to best serve the LASD team and ShotSpotter users. SoundThinking onboarding services are designed to:
• Ensure successful ShotSpotter service activation (go-live) • Ensure full use of the features and functions available with the ShotSpotter service • Ensure that the LASD’s Best Practices are refined, as needed, to respond most effectively to the gun crime intelligence data being delivered for the coverage area • Track and monitor the efficacy of the ShotSpotter service SoundThinking has assembled a Customer Success Team of professionals with more than 275 years of combined law enforcement experience. The mission of this team of Consultants, Trainers, and Analysts is to maximize customer success with the ShotSpotter service. This team is available to our customers both pre- and post-production to advise, train, and guide them on the most effective use of the tools and services available with the ShotSpotter solution. The following provides a high-level overview of SoundThinking’s standard Customer Onboarding Services, which will be tailored to support the LASD.
Getting Started
Prior to contract execution, a SoundThinking Customer Success Director will work with the LASD’s project team to plan the onboarding process, beginning with an onsite Customer KickOff Meeting with all stakeholders. The teams will review the program objectives, lay out the key implementation steps, agree on a targeted activation date (go-live), and establish a protocol for ongoing communication throughout the onboarding process. SoundThinking will schedule biweekly status calls with the LASD’s Program Manager and other project leaders to maintain regular communication throughout the implementation process.
Best Practices
Early in the Customer Onboarding Process, SoundThinking’s Customer Success team, led by the assigned Customer Success Director, will work with the LASD’s Program Manager and other project leaders to schedule and conduct a series of Best Practices sessions. These sessions will assist the LASD in establishing response protocols and procedures to manage the gunshot alerts and gun crime intelligence data that will be provided upon activation of the ShotSpotter service. SoundThinking will customize and conduct these sessions for each of the following groups of users involved in the gun violence reduction program in the targeted coverage area:
• Program Management
• Dispatch/Communications
• Field Operations/Patrol
• Investigations
• Prosecution
• Intelligence & Crime Analysis
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User Training
SoundThinking will assign a Customer Success Director to the LASD to ensure that we deliver consistent, quality best practices training based on the LASD’s needs to maximize the value of our service. The Customer Success Director will remain engaged with the LASD for the duration of our relationship. In preparation for the planned cutovers, SoundThinking will assign a Trainer to the LASD to train each group of users on the SoundThinking applications, including ShotSpotter, Dispatch, Administrative Portal, and InSight. The Trainer will conduct a Training Orientation with the LASD’s Program Manager to ensure all users are properly trained on the relevant applications. SoundThinking’s Trainer will work with the LASD to tailor a training program that addresses the unique needs and/or scheduling constraints of the LASD users. The training will be performed through a combination of remote instructor-led live training, train-thetrainer, and on-line recorded computer-based training.
Agency Metrics/KPIs (Key Performance Indicators)
Customer Success team members, led by the assigned Customer Success Director, will work with the LASD’s Program Manager and Command staff to review, define, and adopt a set of agency metrics, or Key Performance Indicators (KPIs), to establish and monitor the efficacy of the ShotSpotter service and related agency Best Practices. It is important to ensure that the agency and all stakeholders have visibility (and routines in place) to track the program metrics or KPIs needed to monitor the status of the program and to make informed decisions regarding resources, response protocols, and the best practices to drive success.
Onsite Support During Service Activation (Go-Live)
On the day of ShotSpotter service activation to a live production status, the Customer Success Director will be on site to ensure that the transition is smooth, that the established best practices are being implemented as planned, and that user questions are answered quickly. Prior to cutover, SoundThinking’s team will facilitate an introduction to the SoundThinking Support organization to review the support process and introduce the designated Technical Support Engineer to the LASD. Following service activation, the designated Technical Support Engineer will facilitate a series of Status Calls with the LASD to review the performance of the service.
The Customer Success Director will continue to work with the LASD to review and results being achieved by each group of users involved in the gun violence reduction program.
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Ongoing Customer Support
Customers can use the monthly scorecard in the InSight app to communicate details on system performance and our service, including the number of Gunshot Alerts, Misses, Mislocated Incidents, Misclassified Incidents, and other useful metrics. A designated SoundThinking Technical Support Engineer reviews service requests and reported issues monthly and is available to discuss and address any concerns.
SoundThinking standard customer support includes 24/7 assistance with user accounts, software interface, tools, features, incident (re)classification, and review. Tier 1 Support is provided by our Incident Review Center (IRC). IRC staff have extensive experience with SoundThinking applications and provide real-time support of basic issues, and first level of support for information gathering and triage for advanced troubleshooting by Tier 2 Support.
The Tier 2 Support Team comprises technically advanced, experienced Customer Support professionals who are responsible for advanced levels of troubleshooting and analysis, IT support, mapping issues, etc.
Support Level Tier 1 Support (IRC) Tier 2 Support
(Customer Support)
Features • Login support
• Report a misclassification
• Report a missed incident
• Report a mislocated incident
• Basic audio request
• General/application questions
• Request for ILS
Normal Support:
• Analysis of missed gunshots
• Detailed audio search
• Performance analysis
• Integration issues
Critical Support:
• System outage
Hours of Operation 24/7/365 Normal Support: 5 am – 11 pm Pacific Time Zone
Escalation: 24/7/365
Customer References
SoundThinking has more than 150 customers covering over 1,000 square miles. SoundThinking is the leader in the development and deployment of wide area acoustic gunshot detection and location systems. Today, SoundThinking provides gunshot detection and location services to law enforcement agencies across the country. Among these are:
• Hawaiian Gardens, CA • Oakland, CA • Las Vegas, NV
• Antioch, CA • East Palo Alto, CA • Albuquerque, NM
• Pasadena, CA • San Pablo, CA • Glendale, AZ
• San Francisco, CA • Richmond, CA • Denver, CO
• Bakersfield, CA • San Francisco, CA • Sacramento, CA
• Perris, CA
(Riverside County Sheriff)
• Sacramento County, CA • Rancho Cordova, CA
(Sacramento Sheriff)
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Proposed Coverage Area
ShotSpotter is deployed to provide coverage for a specified area, bounded by a specific coverage area perimeter. SoundThinking will design the coverage area based upon the LASD’s requirements and based upon analysis of historical crime data. The area delineated by a blue boundary in the image below is a rough estimate of the proposed coverage area based on analysis of the LASD-provided crime data as described below; please note, the final coverage area may vary. SoundThinking will collaborate with LASD stakeholders to determine the final coverage boundaries and any resulting adjustments to the proposal to address the LASD’s needs and priorities.
Using the data provided by the LASD for January 1, 2021 through July 12, 2023, the map above depicts the preliminary coverage boundaries. The heat map in Figure 8: Proposed ShotSpotter Coverage Area depicts the following within the 1.0 square mile coverage area (outlined in blue):
Icon Crime Type Definition Quantity Percentage of Totals ! Shots Heard (Radio Code 923) 52 31.7%
Figure 8. Proposed ShotSpotter Coverage Area = 1.0 square mile Price Proposal for Pico Rivera, CA
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Pricing
ShotSpotter is deployed to provide coverage for a specified area. SoundThinking offers our Lower Tier Pricing program to smaller communities. This pricing includes a one-time Service Initiation and Onboarding fee, as well as a reduced subscription fee for coverage areas of up to two square miles. SoundThinking will locate the proposed one square mile coverage area based upon the LASD’s requirements. The pricing presented below assumes a simplified design for the proposed ShotSpotter coverage area, one that targets the City’s highest crime area(s), while avoiding a highly customized coverage area. SoundThinking will collaborate with LASD stakeholders to determine the final coverage area location and related boundaries.
1.0 mi2 Coverage Area (One Year Term)
Contract Term Coverage Area
Size
One-Time Fee
(Service
Initiation &
Onboarding)
Annual
Subscription
Fee*
Total
1 Year 1.0 mi2 Included $49,500 $49,500
1.0 mi2 Coverage Area (Three Year Term)
Contract Term Coverage Area
Size
One-Time Fee
(Service
Initiation &
Onboarding)
Annual
Subscription
Fee*
Total
3 Years 1.0 mi2 Included $49,500 $148,500
*The ShotSpotter current annual subscription fee for cities the size of City of Pico Rivera is $49,500 per square mile.
Please note, this rate is available for coverage areas up to a total of two (2) square miles. Any coverage beyond two (2) square miles will be at SoundThinking’s standard annual subscription rate of $70,000 per square mile, plus a onetime Service Initiation Fee of $10,000 per square mile.
Forensic Consultation Services
Forensic Consultation Service Fee (Expert Witness Services) $350/hour Expert Witness Testimony Services are available upon request and billed separately at the above rate.
Payment Terms
Payment for the service initiation, onboarding, and subscription shall be as follows:
One-Year Payment Terms
• 50% of fee due upon execution of agreement ($24,750)
• 50% of fee due upon ShotSpotter service activation (live) status ($24,750) Three-Year Payment Terms
• 50% of fee due upon execution of agreement ($24,750)
• 50% of fee due upon ShotSpotter service activation (live) status ($24,750) • 100% of Year 2 fee due prior to first anniversary of ShotSpotter live status ($49,500) • 100% of Year 3 fee due prior to second anniversary of ShotSpotter live status ($49,500) Expert Witness Testimony Services are available upon request and billed separately at the above rate.
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Pricing Assumptions
This pricing is submitted based on the following assumptions:
• Services will be delivered under the terms of the SoundThinking Master Services Agreement and its Exhibits and Addenda, to which this Proposal will be attached as Exhibit A.
• The LASD will provision network access to meet SoundThinking minimum specifications and requirements for all computers (PCs and MDCs) that will access the ShotSpotter service.
• This pricing does not include any state or local taxes; if taxes are applicable, we will be happy to provide an amended price quotation upon request. • This proposal and all pricing contained herein remains valid for ninety (90) days from the date of this proposal.
Optional Additional Services
Notifications API Annual Subscription Fee
Contract Term Notifications API License
Pack Annual Subscription Fee Total
1 Year $9,500 $9,500
Contract Term Notifications API License
Pack Annual Subscription Fee Total
3 Years $9,500 $28,500
Notifications API Pricing Assumptions
• The services will be delivered under the terms of the SoundThinking Master Services Agreement to which this Proposal will be attached as Exhibit A (sample attached). • The optional Notifications API License is a recurring annual subscription fee which includes up to three interfaces. Fee does not include costs required from other vendors to implement or support the planned interfaces.
MASTER SERVICES AGREEMENT ADDENDUM ONE
SHOTSPOTTER® SUPPLEMENTAL TERMS ǀ Page 1 of 10
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States ADDENDUM ONE - SHOTSPOTTER® SUPPLEMENTAL TERMS
This Addendum One (“Addendum One”) to the SoundThinking™, Inc. Master Services Agreement (the “Agreement”) by and between SoundThinking, Inc. (“SoundThinking”) and City of Pico Rivera, a California municipal corporation (“Customer”) is effective as of the last date of signature below.
The following provisions are expressly added to and made a part of the Agreement for the purposes of further defining the ShotSpotter® Subscription Services and terms of use. All terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between this Addendum One and the Agreement, this Addendum One shall control:
In consideration of the Parties’ mutual covenants and promises set forth in this Addendum One, the Parties Agree as follows:
Section 2 DEFINITIONS
ShotSpotter
Insight means the internet portal to which Customer will have access to Reviewed Alerts with respect to the ShotSpotter® Gunshot Detection, Location, and Forensics System.
Coverage Area means the area in square miles covered by the ShotSpotter Services as set forth in Exhibit A and increase to the Coverage Area as agreed to in writing between the Parties.
Reviewed Alerts means the data reviewed by SoundThinking’s incident review staff related to gunfire incidents detected by the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service.
Section 3 SUBSCRIPTION SERVICES
ShotSpotter
B. SoundThinking will install the ShotSpotter System in the Coverage Area specified in Exhibit A attached to the Agreement. SoundThinking will host the Subscription Services and may update the functionality and Software of the Subscription Services from time to time at its sole discretion and in accordance with the Agreement and this Addendum One.
C. SoundThinking will be responsible for determining the location(s) for installation of acoustic sensor(s) (the “Sensors”) that detect gunshot-like sounds, and obtaining permission from the premises owner/property manager/lessee. SoundThinking owns, and is responsible for maintenance of the Sensors.
D. The ShotSpotter System acoustic Sensor may use wired, wireless, or cellular wireless communications which necessitates the existence of a real-time data communications channel from each Sensor to the SoundThinking hosted servers via a commercial carrier.
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Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States The unavailability or deterioration of the quality of such wired, wireless, or wireless cellular communications may impact the ability of SoundThinking to provide the Subscription Services. In such circumstances SoundThinking will use commercially reasonable efforts to obtain alternate wired or wireless cellular communications or adjust the coverage area as necessary. In the event SoundThinking is unable to do so, SoundThinking will terminate the ShotSpotter Subscription Services and refund a pro-rata portion of the annual Subscription Services fee to Customer.
E. SoundThinking will provide Customer with user documentation, online help, written or recorded video training material, and other applicable documentation (as available).
F. SoundThinking will provide reasonable efforts to respond via email to requests for support relating to incident classification as defined in the Support Level Matrix provided at Attachment A.
G. During the term of the Agreement, SoundThinking will provide real-time gunfire analysis and alert services. After an explosive (or impulsive) sound triggers enough Sensors that an incident is detected and located, audio from the incident is sent to SoundThinking’s Incident Review Center (IRC) via secure, high-speed network connections for real-time qualification. Within seconds, a SoundThinking professional reviewer analyzes audio data and recordings to confirm gunfire or explosions. The qualified alert is then sent directly to the Customer’s dispatch center, PSAP, mobile/patrol officers, and any other relevant safety or security personnel, as determined by the Customer. The SoundThinking IRC will review gunfire incidents as further defined in Attachment A to this Addendum One.
H. The ShotSpotter Subscription Services shall consist of (i) providing access to the Customer of Reviewed Alerts delivered via the Insight password-protected internet portal and user interface supplied by SoundThinking; (ii) providing Customer access to historical Reviewed Alerts and incident information via the ShotSpotter Software; and (iii) other services as specified in the Agreement and its Exhibits or this Addendum One.
I. SoundThinking will use commercially reasonable efforts to respond to support requests as set forth in the Support Level Matrix provided at Attachment A to this Addendum One.
These requests may be made to SoundThinking through one of the following methods: 1) email to [email protected]; 2) Live Chat through the ShotSpotter Subscription Services applications: 3) A phone call to SoundThinking’s Customer Support organization at 888.274.6877, option 4. These are the only methods SoundThinking will receive and respond to support requests.
Tier 1 (as defined in the Support Matrix included at Attachment A). A SoundThinking Customer Support specialist will be responsible for receiving Customer reports of missed incidents, or errors in the Subscription Services, and, to the extent practicable over email or telephone, making commercially reasonable efforts to assist the Customer in resolving the Customer’s reported problems. In the event the problem cannot be resolved within 24 hours, requiring further research and troubleshooting, SoundThinking will use commercially reasonable efforts to resolve the issue within seventy-two (72) hours of
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Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States receipt of the report. In the event that the ShotSpotter Subscription Service is fully nonfunctional, and it is not due to power outage or other reasons that are outside of SoundThinking’s control, SoundThinking will work continuously to restore functionality of the Subscription Services in accordance with the standard ShotSpotter user documentation provided with the Subscription Services as soon as reasonably possible, and no later than seventy-two (72) hours of receipt of the report.
J. FORENSIC REPORTS.
i. Investigative Lead Summary (“ILS”). SoundThinking provides an on-demand report available through the ShotSpotter Respond Application. The Investigative Lead Summary (ILS) provides useful details about the approximate location, timing, and sequence of each shot fired during an incident. The ILS is very valuable on scene, helping law enforcement find shell casings, confirm witness accounts, and identify suspects. ILS reports are available immediately after an incident occurs via the mobile, web, or desktop ShotSpotter Respond application (machine-generated). The ILS is not a court-admissible document.
ii. Detailed Forensic Report (“DFR”). If requested by Customer, SoundThinking will provide a DFR for any ShotSpotter-detected incidents, including Reviewed Alerts. The DFR is intended to be a court-admissible document used by attorneys as part of a court case for the exact, verified timing, sequence and location of each shot fired. Secondarily, the DFR is available for use by law enforcement to obtain a search warrant or to investigate an Officer Involved Shooting.
DFRs must be requested in writing and addressed to the SoundThinking Customer Support Department. Requests may be submitted via the Forensics Services page under the Law Enforcement tab on SoundThinking’s website (www.soundthinking.com). SoundThinking will use commercially reasonable efforts to provide a DFR within ten (10) business days of receipt of the request.
K. EXPERT WITNESS SERVICES.
SoundThinking offers reasonable expert witness services, including Reviewed Alerts, for an hourly fee as set forth in Exhibit A of the Agreement, as well as reimbursement of all travel and per diem costs. If requested to provide such services, SoundThinking will invoice the Customer for the number of hours expended to prepare for and provide expert witness testimony, and actual travel expenses, upon completion of the services. Customer understands that SoundThinking undertakes to provide individuals whose qualifications are sufficient for such services, but does not warrant that any person or his or her opinion will be accepted by every court. SoundThinking requires at least fourteen (14) days prior notice of such a requirement in writing from the Customer. Customer must include dates, times, specific locations, and a point of contact for SoundThinking personnel. Due to the nature of legal proceedings, SoundThinking cannot guarantee that its services described in this section shall produce the outcome, legal or otherwise, which Customer desires. Payment for expert witness services described shall be due and payable when services are rendered regardless of the outcome of the proceedings.
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Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States Section 5 LICENSE AND OWNERSHIP
ShotSpotter Data
A. Rights in Data.
SoundThinking shall own and have the unrestricted right to use the ShotSpotter Data, as that term is defined in the Agreement, for internal purposes such as research or product development. SoundThinking may provide, license, or sell the ShotSpotter Data on an aggregated basis to third parties (excluding press or media) to be used for research or analytical purposes, or for law enforcement and/or security purposes.
SoundThinking will not release or disseminate to any person or entity ShotSpotter Data related to or consisting of specific forensic or law enforcement sensitive incident information pertaining to any active inquiry, investigation, or prosecution, unless in response to a valid order or subpoena issued by a court or other governmental body, or as otherwise required by law. SoundThinking will not release, sell, license, or otherwise distribute the gunfire alert ShotSpotter Data to the press or media without the prior express written consent of an authorized representative of the Customer.
Customer shall have the unrestricted right to download, make copies of, distribute, and use the ShotSpotter Data within its own organization, exclusively for its own internal purposes, and for purposes of detecting and locating gunfire, routine archival recordkeeping, evidence preservation, and investigative, or evidentiary, and prosecutorial purposes, and for community engagement and community services initiatives. Customer shall not provide to, license the use of, or sell the ShotSpotter Data to any third parties, which restriction will not pertain to the collaboration with other law enforcement agencies for the purposes of investigating and prosecuting crimes detected by the ShotSpotter Subscription Service; (ii) government or non-governmental entities focused on the support of victims of gun crime in the local community; or (iii) entities focused on local community outreach and/or violence intervention.
Section 6 CONFIDENTIALITY AND PROPRIETARY RIGHTS
SoundThinking Privacy Policy
A. SoundThinking Privacy Policy.
With respect to the ShotSpotter Subscription Services, SoundThinking has structured its technology, processes and policies in such a way as to minimize the risk of privacy infringements from audio surveillance while still delivering important public safety benefits to its customers. These efforts to maintain privacy include the following:
1) SoundThinking will not provide extended audio to customers beyond the audio snippet (1 second of ambient noise prior to a gunshot, the gunshot audio itself,
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All rights reserved under the copyright laws of the United States and 1 second after the incident). SoundThinking will vigorously resist any subpoena or court order for extended audio that goes beyond an audio snippet.
2) SoundThinking will not provide a list or database of the precise location of Sensors to police or the public if requested and will challenge any subpoenas for this location data.
Section 7 LIMITED WARRANTIES
ShotSpotter Subscription Services and Software Additional Limited Warranties and Disclaimers
A. The ShotSpotter Subscription Services are not designed, sold, or intended to be used to detect, intercept, transmit, or record oral or other communications of any kind.
SoundThinking cannot control how the ShotSpotter Subscription Services are used, and, accordingly, SoundThinking does not warrant or represent, expressly or implicitly, that use of the ShotSpotter Subscription Services will comply or conform to the requirements of federal, state, or local statutes, ordinances, and laws, or that use of the ShotSpotter Subscription Services will not violate the privacy rights of third parties. Customer shall be solely responsible for using the ShotSpotter Subscription Services in full compliance with applicable law and the rights of third persons.
B. SoundThinking does not warrant or represent, expressly or implicitly, that the ShotSpotter System or its use will: result in the prediction or prevention of crime, apprehension or conviction of any perpetrator of any crime, or detection of any criminal; prevent any loss, death, injury, or damage to property due to any reason including the discharge of a firearm or other weapon; or in all cases result in a Reviewed Alert for all firearm discharges within the designated coverage area; or that the ShotSpotter-supplied network will remain in operation at all times or under all conditions.
C. SoundThinking expressly disclaims, and does not undertake or assume any duty, obligation, or responsibility for any decisions, actions, reactions, responses, failure to act, or inaction, by Customer as a result of or in reliance on, in whole or in part, the ShotSpotter Subscription Services, or Reviewed Alerts provided by SoundThinking, or for any consequences or outcomes, including any death, injury, or loss or damage to any property, arising from or caused by any such decisions, actions, reactions, responses, failure to act, or inaction. It shall be the sole and exclusive responsibility of the Customer to determine appropriate decisions, actions, reactions, or responses, including whether or not to dispatch emergency responder resources. The Customer hereby expressly assumes all risks and liability associated with any and all action, reaction, response, and dispatch decisions, and for all consequences and outcomes arising from or caused by any decisions made or not made by the Customer in reliance, in whole or in part, on the ShotSpotter Subscription Services provided by SoundThinking, including any death, injury, or loss or damage to any property.
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Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 OF THE AGREEMENT AND THIS
ADDENDUM ONE, SOUNDTHINKING MAKES AND CUSTOMER RECEIVES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
WARRANTIES OF NON-INFRINGEMENT, QUALITY, SUITABLITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THE PARTIES HERETO HAVE EXECUTED THIS ADDENDUM ONE
CONTEMPORANEOUSLY WITH THE AGREEMENT.
CITY OF PICO RIVERA SOUNDTHINKING, INC.
Accepted By (Signature) Accepted By (Signature)
Printed Name Printed Name
Title Title
Date Date
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Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States ATTACHMENT A – SERVICE LEVEL AGREEMENT
ShotSpotter® Gunshot Detection, Location System
Reviewed Alert Service Levels
Summary
Under the terms and conditions of the SoundThinking Master Services Agreement and this Addendum One between SoundThinking, Inc. (“SoundThinking”) and Customer, SoundThinking commits to meet or exceed the following Service Level Agreement (SLA) standards as it provides its ShotSpotter Gunshot Location Services1:
Service SLA and Measurement
Gunshot Detection
& Location
90% of unsuppressed, outdoor gunfire incidents, using standard, commercially available rounds greater than .25 caliber, inside the Coverage Area will be detected and located within 25 meters of the actual gunshot location.
Reviewed Alerts 90% of gunshot incidents will be reviewed and published in less than 60 seconds.
Service Availability The ShotSpotter Gunshot Location System service will be available to the Customer 99.9% of the time with online access to ShotSpotter data, excluding scheduled maintenance windows.
Gunshot Detection & Location Performance
The ShotSpotter System will detect and accurately locate to within 25 meters of the actual gunshot location 90% of unsuppressed, outdoor gunshots fired inside the contracted coverage area using standard, commercially available rounds greater than .25 caliber.
Reviewed Alerts Service
SoundThinking’s real-time Incident Review Center (IRC) will review at least 90% of all gunfire incidents within 60 seconds. This human review is intended to confirm or change the machine classification of the incident type, and, depending on the reviewer’s confidence level that the incident is or may be gunfire, will result in an alert (“Reviewed Alert”) sent to the Customer’s dispatch center, patrol car mobile data terminals (MDT), and officer smartphones (via the ShotSpotter App), based on the following criteria:
Incident Type Action
High confidence incident is gunfire Reviewed Gunfire Alert, (Single Gunshot “SG” or Multiple Gunshots “MG”) sent to Customer’s
dispatch center, patrol car mobile data terminals
(MDT), and officer smartphones (via the
ShotSpotter Respond App)
Uncertain if incident is gunfire or not Reviewed Probable Gunfire (“PG”) Alert sent to Customer’s dispatch center, patrol car MDTs, and
officer smartphones
Low confidence incident is gunfire No alert will be sent; incident available for Customer review in the incident history available
through Insight
1 See attached “ShotSpotter – Definition of Key Terms” for a complete definition of terms associated with this SLA and further details in the expanded definitions listed below the Summary. The basis for this SLA and performance measurement will be total gunshot incidents as defined by the Definition of Key Terms.
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Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States Reviewed Alerts are sent to the Customer’s dispatch center, patrol car MDTs, and officer smartphones.
Information in a Reviewed Alert will include the following:
• “Dot on the map” with latitude and longitude indicating the location of the incident. • Parcel address closest to location of the incident.
• When available, additional situational awareness data points may be included, such as:
o Qualitative data on the type/severity of incident: Fully automatic, High Capacity o Other comments (if any)
The ShotSpotter Respond App, and Insight provide the Customer with full and immediate access to incident history including information SoundThinking uses in its internal review process. This information includes, among other things, the initial incident classification and any reclassifications of an incident, incident audio wave forms, and incident audio files. This data access is available as long as the Customer is under active subscription.
Service Availability
The ShotSpotter System2 will be able to detect gunfire and available to users with online access to ShotSpotter data 99.9% of the time, on a 24x7 by 365 day per year basis, excluding: a) scheduled maintenance periods which will be announced to Customer in advance; b) select holidays; and c) third party network outages beyond SoundThinking’s control.
Customer SLA Credits
Each Service Level measurement shall be determined quarterly, the results of which will be reviewed during the periodic account review meetings with Customer. For each calendar quarter that SoundThinking does not meet at least two of the three above standards, a fee reduction representing one free week of service (for the affected Coverage Area) for each missed quarter shall be included during a future Customer renewal.
Service Level Exclusions and Modifications
SoundThinking takes commercially reasonable efforts to maintain Service Levels at all times. However, Service Level performance during New Year’s Eve and Independence Day and the 48-hour periods before and after these holidays, are specifically excluded from Service Level standards. During these excluded periods, because of the large amount of fireworks activity, SoundThinking uses fireworks suppression techniques3.
2 ShotSpotter Subscription Service includes all database, applications, and communications services hosted by SoundThinking, Inc. at our data center and specifically exclude Customer’s internal network or systems or 3rd party communications networks, e.g. Verizon, AT&T, Sprint/T-Mobile, or Customer’s Internet Service Provider. 3 SoundThinking will put the ShotSpotter System into "fireworks suppression mode" during this period in order to reduce the non-gunfire incidents required for human classification. SoundThinking will formally inform the Customer prior to the System being placed in fireworks suppression mode and when the mode is disabled. While in fireworks suppression mode, the incident alerts determined to be fireworks are not sent to the reviewer nor the Customer dispatch center, patrol car MDTs, and officer smartphones; however, these non-gunfire incidents will continue to be stored in the database for use if required at a later time.
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Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States The SoundThinking sensors send incident information to the SoundThinking cloud via third party cellular, wireless or wired networks. SoundThinking is not responsible for outages on the third-party networks.
Service Failure Notification
Should SoundThinking identify any condition (disruption, degradation or failure of network, cloud, servers, sensors etc.) that impacts SoundThinking’s ability to meet the Gunshot Detection & Location standard (above), SoundThinking will proactively notify the Customer with: a) a brief explanation of the condition; b) how the Customer’s service is affected; and c) the approximate timeframe for resolution. SoundThinking will also notify the Customer once any such condition is resolved.
Customer Responsibilities
The purpose of the Reviewed Alert service is to provide incident data to the Customer, reviewed, analyzed and classified in the manner described above. However, it is the sole responsibility of the Customer to interpret the data provided, and to determine any appropriate follow-up reaction or response, including whether or not to dispatch emergency responder resources based on a Reviewed Alert. SoundThinking does not assume any obligation, duty or responsibility for reaction, response, or dispatch decisions, which are solely and exclusively the responsibility of Customer, or for the consequences or outcomes of any decisions made or not made by the Customer in reliance, in whole or in part, on any services provided by SoundThinking.
Customer must inform SoundThinking when Verified Incidents of gunfire are missed by the ShotSpotter System in order to properly calculate Performance Rate, as defined below.
Customer is responsible for providing any required workstations, mobile devices and internet access for the Customer’s dispatch center, patrol car MDTs, and officer smartphones, or Insight.
Support Level Matrix
Support Level Tier 1 Support (IRC) Tier 2 Support
(Customer Support)
Features • Login support
• Report a misclassification
• Report a missed incident
• Report a mislocated incident
• Basic audio request
• General/application questions
• Request for ILS
Normal Support:
• Analysis of missed gunshots
• Detailed audio search
• Performance analysis
• Integration issues
Critical Support:
• System outage
Hours of Operation 24x7x365 Normal Support: 5 am – 11 pm Pacific Time Zone
Escalation: 24x7x365
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Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States ShotSpotter – Definition of Key Terms
The ShotSpotter System will provide data for correct detection and accurate location for ninety percent (90%) of detectable (outdoor, unsuppressed) community gunfire which occurs within a coverage area, the “Coverage Area”, provided the measurement is Statistically Significant, as defined below. This performance rate shall be calculated as a percentage as follows:
𝑃𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒 𝑅𝑎𝑡𝑒 =
𝑁𝑢𝑚𝑏𝑒𝑟𝐴𝑐𝑐𝑢𝑟𝑎𝑡𝑒𝑙𝑦𝐿𝑜𝑐𝑎𝑡𝑒𝑑
(𝑁𝑢𝑚𝑏𝑒𝑟𝐴𝑐𝑐𝑢𝑟𝑎𝑡𝑒𝑙𝑦𝐿𝑜𝑐𝑎𝑡𝑒𝑑 + 𝑁𝑢𝑚𝑏𝑒𝑟𝑁𝑜𝑡𝐷𝑒𝑡𝑒𝑐𝑡𝑒𝑑 + 𝑁𝑢𝑚𝑏𝑒𝑟𝑀𝑖𝑠𝑙𝑜𝑐𝑎𝑡𝑒𝑑) where the “Performance Rate” is a number expressed as a percentage, “NumberAccuratelyLocated” is the number of “Gunfire Incidents” occurring within the Coverage Area during the specified period for which the ShotSpotter System produced an Accurate Location, NumberMislocated is the number of Verified Incidents (a “Verified Incident” is an incident where Customer has physical or other credible evidence that gunfire took place) for which the ShotSpotter System produced an inaccurate location (i.e., a Mislocated Incident), and NumberNotDetected is the number of Verified Incidents for which the ShotSpotter System failed to report a location at all (i.e., Missed Incidents).
An “Accurate Location” shall mean an incident located by the ShotSpotter System to a latitude/longitude coordinate that lies within a 25-meter radius of the confirmed shooter’s location (25 meters = approximately 82 feet). “Detectable Gunfire” incidents are unsuppressed discharges of ballistic firearms which occur fully outdoors in free space (i.e. not in doorways, vestibules, windows, vehicles, etc.) using standard commercially available rounds of caliber greater than .25.
ShotSpotter Review Period is measured as the period commencing when the Incident Review Center (IRC) receives the alert and the first audio download to the time it is published to the customer.
ShotSpotter System performance is guaranteed after a “Statistically Significant” set of incidents has been detected in accordance with timeframes set forth herein and following DQV and commercial system acceptance. The ShotSpotter System is designed to detect gunfire which is typically well distributed throughout the Coverage Area; however, performance should not be construed to mean that 90% of gunfire fired at any given location within the Coverage Area will be detected and located within the guaranteed accuracy.
The ShotSpotter System is not a “point protection” system and is therefore not designed to consistently detect gunfire at every single location within the Coverage Area, but rather to Accurately Locate 90% of the Detectable Incidents in aggregate throughout the entire Coverage Area. There may be certain locations within the Coverage Area where obstacles and ambient noise impede and/or overshadow the propagation of acoustic energy such that locating the origin at those positions is inconsistent or impossible. The Performance Rate calculation is thus specifically tied to the Community Gunfire across the entire Coverage Area.
Statistically Significant shall be defined as measurements and calculations which shall be performed as follows: (a) Across an entire Coverage Area; (b) Aggregating over a period of at least 30 days under weather conditions seasonally normal for the area; and (c) Provided that the total number of gunfire incidents being counted is equal to or greater than: (i) thirty (30) incidents for systems of up to three (3) square miles of Coverage Area, or (ii) ten (10) incidents multiplied by the number of square miles of Coverage Area for systems where one or more Coverage Areas are three (3) square miles or larger. ___________________________________________________________________________________________ SoundThinking Inc. soundthinking.com 39300 Civic Center Dr, Suite 300, Fremont, California 94538, US
To whom it may concern:
Please accept this letter as information that SoundThinking, Inc. (formerly ShotSpotter, Inc.) is the worldwide sole source vendor of ShotSpotter®, a wide-area Gunshot Detection, Location, and Forensic Analysis Service.
This wide-area service uses acoustic sensing technology protected by 40 unique and current patents to identify, discriminate, record, and locate gunshots, then send an alert to law enforcement within seconds of the shots being fired. The sensing is accomplished via multiple networked acoustic sensors deployed over a wide area that communicate registered gunshot activity back to a central server.
There is currently only one wide-area gunshot detection and location system available commercially for law enforcement and it is exclusively offered by SoundThinking. SoundThinking is the exclusive provider of ShotSpotter, the cloud-based, subscription managed service offering which includes warranty, repair, maintenance, and support services on all of its systems.
We have been informed that your agency has determined that for such a solution to be beneficial it must have the capabilities listed in this document. SoundThinking is the only vendor in the world able to deliver these capabilities. Many of these capabilities and techniques are the exclusive intellectual property of SoundThinking; are patented; and can only be provided by SoundThinking and licensed to end users:
• Detects a gunshot in a public place and provides the location of the event (address) and geographical coordinates of the event back to your agency through a qualified reviewed alert and plot the event on a map.
• Provides a short audio snippet of the event for immediate playback. • Provides the ability to record the event and save all corresponding information in a hosted Microsoft SQL database so it can be forensically examined later. All incident data, including audio snippets, are stored on a secure, hosted server for the duration of the subscription. • The system and the associated 24/7/365 incident review service distinguish between a gunshot and other similar sounds (fireworks, car backfiring, etc.) and classify these events for a web-based display. • Acoustic sensors are certified to withstand harsh wind and other demanding climate conditions reducing the need for constant maintenance.
• The system has a proven track record of real-world performance in deployment areas equal to or greater than 1 square mile.
• The system timestamps individual gunshots to 100th of a second using a GPS clock. • The system can recreate crime scenes (e.g., provide locations where individual shots occurred, timestamping when each individual shot was fired within 100th of a second, and the audio snippet and acoustic waveform signature of the shots).
• The system’s data output, including detailed forensic reports, are court certifiable with current case law supporting its use as forensic evidence.
ENCLOSURE 2
11b
© SoundThinking 2023 2
• Ability to network acoustic sensors together in a Wide Area Network utilizing public wireless/cellular carriers.
• The system has a documented, proven track record of helping to reduce gun-related crimes, assisting in arrests and the confiscation of weapons; used as evidence in court and assisting in the prosecution and conviction of criminals in the areas where the system is deployed. • Interfaces with networked video surveillance cameras for automated control when an event is detected.
Wide-Area Acoustic Surveillance
ShotSpotter uses nondescript acoustic sensors deployed over wide areas (e.g., from one-to-many square miles).
Acoustic analytics classify incoming potential incidents as either gunfire, or other loud sounds not classified as gunfire. The result is gunfire alerts that include a pinpoint location that reveal incident severity and situational intelligence. Through its patented technology1 and methods, only SoundThinking can deploy systems requiring a relatively small number of acoustic sensors to achieve a blanket of coverage over wide areas; fewer sensors result in lower procurement and operating costs.
Incident Review Center
ShotSpotter acoustic arrays detect and locate gunshot activity within the coverage area and report that information to SoundThinking’s Incident Review Center (IRC) which is staffed 24/7/365. ShotSpotter uses a twofactor incident review process to minimize false alerts. The first tier is performed by sophisticated AI software, to filter out any incidents that do not meet the minimum threshold for human review as potential gunfire incidents (e.g., helicopter noise, fireworks, etc.). The incidents that meet the minimum threshold for human review are then received at our IRC. The IRC review process is performed by a team of highly trained acoustic experts. In addition to examining the incident audio, SoundThinking’s acoustic experts also examine the visual characteristics of the detected pulses and the incident, such as the number of participating sensors, the wave form, pulse alignment, and the direction of sound. The IRC review results in either publishing (Gunshot or Probable Gunshot) or dismissal (Non-Gunshot) of the incident with a high level of precision.
If the reviewer classifies the incident as a gunshot, the reviewer sends an alert, including location information and an audio snippet, to law enforcement agencies via a password-protected application on a mobile phone, incar laptop, or computer. In addition to the dot-on-the-map and audio, ShotSpotter provides details such as number of shots fired, whether multiple shooters were involved, and whether high-capacity and/or fully automatic weapons were used. SoundThinking designed this entire process (i.e., recording the impulsive sound, two-factor review, and publishing alerts to authorized users) to be completed in less than 60 seconds (but is often completed within 25 to 30 seconds).
1 The most current list of patents is available online at: http://www.soundthinking.com/patents © SoundThinking 2023 3
ShotSpotter customers receive a contextually rich, detailed gunfire alert that enables a fast, precise, and safer response to gunfire incidents. In addition, ShotSpotter alerts can also trigger other technology platforms such as cameras that can pan and zoom in the direction of an event.
Situational Intelligence and Forensic Data
The ShotSpotter service includes the web-based ShotSpotter and InSight™ applications which run on any standard browser-based platform. ShotSpotter is also available as a smartphone application which runs on Android and iOS platforms. Incidents are shown as dots on an aerial map image along with the corresponding street address. Maps can also be viewed using Google Street View. Audio snippets are available to field-based commanders as well as responders. The audio snippet provides invaluable situational intelligence while en route to a scene, stationary in a command van, moving in patrol vehicles, or airborne in helicopters.
The ShotSpotter solution captures and stores a precise timestamp plus GPS coordinate for each detected incident and each round of a multi-round gunfire incident. This level of detail has successfully been used in investigations and courtrooms to exonerate contentious officer-involved shootings, corroborate testimony, refute false testimony, and prove the presence of multiple shooters in the absence of physical evidence and/or eyewitnesses.
The ShotSpotter service offers the following unique forensic and intelligence data that enhance situational awareness, investigations, and prosecutions:
• Audio snippets of each incident from multiple sources that can be embedded into a portable document format (PDF) for sharing with agents, prosecutors, and presentation in court • Ability to know if the incident involved a single round or multiple rounds of gunfire • Ability to determine if the incident involved one or multiple shooters • Ability to infer type(s) of firearm(s) involved in gunfire incidents Data for Investigative Follow-up, Crime Analysis, CompStat Only SoundThinking offers persistent storage of detailed incident information plus reports and analytics to support CompStat and violence suppression operations. ShotSpotter logs every detected incident and associated data in a database for secure and persistent storage. This data can be mined and analyzed to reveal patterns and trends to successfully drive intelligence-based tactical and strategic operations. Standard reports and an industry standard Structured Query Language (SQL) database feed ongoing intelligence with a comprehensive awareness of what is transpiring within specific areas. This data allows agencies to proactively and effectively apply resources when and where they’re most needed; justify specific increases in assets and resources; and save costs. Securely stored incident data is invaluable for forensic purposes to support investigative efforts and fortify prosecution cases, especially when complemented with ShotSpotter acoustic and gunfire specialists providing expert testimony. SoundThinking is the only company which can aggregate gunfire data from over 135 U.S. cities and over 1,000 square miles of coverage to develop a national gunfire index to identify national trends of gunfire behavior.
© SoundThinking 2023 4
Open API for Interfacing with Complementary Systems and Technologies Only SoundThinking includes a simple and open data networking API for interfacing with video surveillance systems, Common Operating Picture systems, and Computer Aided Dispatch (CAD).
Unique Level of Experience and Customer Support
The ShotSpotter gunshot detection, location, and forensic analysis service is the only system of its type to be successfully deployed since 1995 to leading law enforcement agencies across the US, as well as other federal agencies. Many customers have directly attributed the following results to the use of ShotSpotter:
• Significant reduction of gun related crimes
• Significant reduction of overall and random gunfire
• Increased number of arrests and gun confiscations
• Conviction of criminals with data available from ShotSpotter Conclusion
No vendor other than SoundThinking possesses the comprehensive, field-proven, and patent-protected product offering, as well as the professional services and support, domain knowledge, expertise, longevity, and customer references. Only SoundThinking can provide a true wide-area gunshot detection, location, and forensic analysis solution, as well as future expansions and ongoing maintenance and support. We have achieved sole source status in every state we operate in.
Based on all of the above factors, the overwhelming majority of our customers have been able to proceed with confidence in sole sourcing our wide-area gunshot location solution and support services.
We are honored to support your efforts to combat gun related crimes and appreciate the opportunity to serve you. If we can answer any questions or provide additional support information, please let us know.
Sincerely,
Ralph Clark
President / CEO
SoundThinking, Inc.
Phone: 510-794-3158
[email protected]
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2/14/2023 Garcia/Sanchez Establishing Safe Spaces for kids Take to City Council P. Yugar 2/14/2023 8/8/2023 In-Progress 5/9/2023 Camacho/Garcia Commercial Property Maintenance Ord. Take to City Council A. Betancourt City Council meeting of 11/14/2023
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