CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 2 of 14
writing between the City and Professional. Professional shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Professional shall not bill City for duplicate services performed by more than one person.
Professional and City acknowledge and agree that the four-year total price set forth in Exhibit A is a firm fixed price for the Coverage Area defined therein and does not include any fees for Expert Witness or Optional Additional Services.
2.1 Invoices. Professional shall submit invoices in accordance with the payment terms set forth in Exhibit A. Invoices shall contain the Professional’s name and address and the payment amount due per Exhibit A.
2.2 Payments. City shall make payments, based on invoices received in accordance with the payment terms set forth in Exhibit A. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Professional.
2.3 Total Payment. City shall pay for the services to be rendered by Professional pursuant to this Agreement and Exhibit A. City shall not pay any additional sum for any expense or cost whatsoever incurred by Professional in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement except as otherwise approved by the City as stated below.
In no event shall Professional submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.
2.4 Payment of Taxes. Professional is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state 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. Unless exempt from such taxes, the City shall be responsible for payment of, or if applicable reimbursement to Professional, 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 the City or Professional. If exempt from such taxes, the City shall provide to Professional written evidence of such exemption.
2.5 Payment upon Termination. In the event that the City or Professional terminates this Agreement pursuant to Section 8, the City shall compensate the Professional for all fees earned up to the date of such termination.
ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 3 of 14
2.6 Authorization to Perform Services. The Professional is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Professional shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Professional only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Professional’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Professional, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Professional and its agents, representatives, employees, and subcontractors.
Professional shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Professional shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Professional's bid. Professional shall not allow any subcontractor to commence work on any subcontract until Professional has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Professional shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers’ Compensation. Professional shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Professional. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Professional may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Professional, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.
Professional shall provide thirty (30) days' prior written notice by certified mail, return receipt requested, to the City if any such coverage will be cancelled. Professional shall ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 4 of 14
notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.
The requirement to maintain Statutory Worker’s Compensation and Employer’s Liability Insurance may be waived by the City upon written verification that Professional does not have any employees.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Professional, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) each occurrence; TWO MILLION DOLLARS ($2,000,000.00) aggregate; and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). The commercial general liability and automobile liability insurance shall be per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a commercial general liability insurance or an automobile liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Professional, including the insured’s general supervision of Professional; products and completed operations of Professional; premises owned, occupied, or used by Professional; and automobiles owned, leased, or used by the Professional. The coverage shall contain no special limitations on the ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 5 of 14
scope of protection afforded to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage.
d. Any failure of Professional to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
e. Professional shall provide thirty (30) days' prior written notice by certified mail, return receipt requested, to the City in the event that the required coverage will be cancelled. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.
4.3 Professional Liability Insurance. Professional, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000) covering the licensed professionals’ errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City.
4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 6 of 14
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Professional must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Professional’s sole cost and expense, any extended reporting provisions of the policy, if the Professional cancels or does not renew the coverage.
D. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.
Alternatively, the Professional may be self-insured for professional liability/E&O.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests’ rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Professional shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. In the event of a claim, the City reserves the right to require complete, certified copies of all required insurance policies, which copies shall be treated as the confidential information of the Professional.
4.4.3 Subcontractors. Professional shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
4.4.4 Waiver of Subrogation. Professional hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to e ffect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Professional, its employees, agents, and subcontractors.
4.4.5 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Professional shall provide written notice to City at Professional’s earliest possible opportunity and in no case later than fourteen (14) days after Professional is notified of the change in coverage.
ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 7 of 14
4.5 Remedies. In addition to any other remedies City may have if Professional fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Professional’s breach:
Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
Order Professional to stop work under this Agreement or withhold any payment that becomes due to Professional hereunder, or both stop work and withhold any payment, until Professional demonstrates compliance with the requirements hereof; and/or
Terminate this Agreement.
Section 5. INDEMNIFICATION AND PROFESSIONAL’S RESPONSIBILITIES.
5.1 General Requirement. Professional shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Professional or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Professional shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Professional or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Professional to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Professional from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Professional acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. Notwithstanding the foregoing, if a claim, lawsuit, or liability results from or is contributed to by the negligent or wrongful acts or omissions of the City, or its officers, employees, agents, or volunteers, Professional’s obligations under this provision shall be reduced to the extent of such actions or omissions based on the principle of comparative fault.
ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 8 of 14
5.2 PERS Indemnification. In the event that Professional or any employee, agent, or subcontractor of Professional providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Professional shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Professional or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
5.3 Design Professionals. To the extent that the services under this Agreement include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Professional’s duty to indemnify under Sections 5.1 and 5.2 shall only be to the maximum extent permitted by California Civil Code Section 2782.8.
5.4 Limitation of Liability. Except for its Intellectual Property infringement indemnity obligations under Section 9 of Exhibit B, Professional’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 two (2) times the amount paid to Professional under this Agreement, or the amount of insurance maintained by Professional 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.
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 p arty 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 p arty or any entity has been advised of the possibility of such damages.
Section 6. STATUS OF PROFESSIONAL.
6.1 Independent Contractor. At all times during the term of this Agreement, Professional shall be an independent contractor as defined in Labor Code Section 3353, and shall not be an employee of City. Nothing contained in this Agreement shall be construed to be inconsistent with the foregoing relationship or status. City shall have the right to control Professional only insofar as the results of Professional's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Professional accomplishes services rendered pursuant to this Agreement. Professional shall have no power or authority by this Agreement to bind the City in any respect. All employees and ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 9 of 14
agents hired or retained by Professional are employees and agents of Professional and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Professional by any such employees or agents, or any other person resulting from performance of this Agreement.
Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Professional and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Professional shall not allow any employee to become eligible for a claim for PERS benefits.
6.2 Professional Not an Agent. Except as City may specify in writing, Professional shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Professional shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Professional and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Professional’s f ailure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Professional and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.
7.4 Licenses and Permits. Professional represents and warrants to City that Professional and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Professional represents and warrants to City that Professional and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 10 of 14
foregoing, Professional and any subcontractors shall obtain and maintain valid Business Licenses from City during the term of this Agreement.
7.5 Nondiscrimination and Equal Opportunity. Professional shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Professional under this Agreement. Professional shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Professional thereby.
Professional shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination for Non-appropriation of funds. The City may terminate this Agreement upon reasonable notice to Professional in the event that sufficient funds have not been appropriated for any fiscal year to maintain the subscription services to be provided under this Agreement. In such event, this Agreement and the license granted in Exhibit B shall be terminated on the last day of the fiscal year for which appropriations were made, without penalty to the City; provided, however, that the City shall be responsible for payment of fees due up to the date of such termination.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Professional understands and agrees that, if City grants such an extension, City shall have no obligation to provide Professional with compensation beyond the maximum amount provided for in this Agreement except as otherwise agreed to in such amendment. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Professional for any otherwise reimbursable expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting. City and Professional recognize and agree that this Agreement contemplates personal performance by Professional and is based upon a determination of Professional’s unique personal competence, experience, and specialized ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 11 of 14
personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Professional.
Except in the event of a merger or acquisition of all or substantially all of Professional’s assets, Professional may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. In such event, the Professional shall provide notice to the City as soon as reasonably possible. Professional shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Professional shall survive the termination of this Agreement.
8.6 Termination for Breach. If either party materially breaches any of the terms of this Agreement, the non-breaching party may terminate the Agreement following thirty (30) days’ prior written notice to the party alleged to be in breach, provided such breach has not been cured within said thirty (30) day period, or as otherwise agreed to in writing by the parties for a breach not susceptible to cure within such thirty (30) day period. In the event of a violation of the Professional’s intellectual property rights, Professional may terminate this Agreement immediately upon written notice to the City.
In the event of termination for any reason, the City’s access to the subscription services will be discontinued as further defined in Exhibit B, section 5, paragraph C.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 LICENSE AND OWNERSHIP. The terms defining license, ownership, and use of the Professional’s subscription services to be provided under this Agreement are set forth in Exhibit B attached hereto.
9.2 Professional’s Books and Records. Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Professional pursuant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.1 of this Agreement requires Professional to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 12 of 14
Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Sacramento or in the United States District Court for the Eastern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Professional shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Professional may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Professional in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.
Professional shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.
ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 13 of 14
Professional hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Professional was an employee, agent, appointee, or official of the City in the previous twelve months, Professional warrants that it did not participate in any manner in the forming of this Agreement. Professional understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Professional will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Professional will be required to reimburse the City for any sums paid to the Professional. Professional understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Professional agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. This provision shall not pertain to any request from the City to the Professional to provide demonstrations of additional services or products, including quotes or proposals for same.
10.9 Contract Administration. This Agreement shall be administered by Kim Juran ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Professional shall be sent to:
ShotSpotter, Inc.
Attn: CFO
39300 Civic Center Dr., Ste. 300
Fremont, CA 94538
Email Address (for Insurance Update Requests)
[email protected]
Any written notice to City shall be sent to:
Kim Juran
Administrative Services Director
2729 Prospect Park Drive
Rancho Cordova, CA 95670
[email protected]
10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the compensation schedule therein, and the additional terms and conditions governing use of the Professional’s subscription services attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Professional and supersedes all prior negotiations, representations, or agreements, either written or oral.
ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Last Revised June 2021
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc. Page 14 of 14
10.13 IRS Form W-9. Professional shall complete and submit Internal Revenue Service Form W-9 to the City before execution of this Agreement. The City’s Finance Director shall have authority to waive this requirement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first set forth above, which date shall be considered by the Parties to be the effective date of this Agreement.
CITY OF RANCHO CORDOVA PROFESSIONAL
______________________________ ______________________________ Cyrus Abhar, City Manager Roxanne Lerner, Contracts Manager
Date: ____________________ D ate: ____________________
Attest:
____________________________
Stacy Leitner, CMC, City Clerk
Date: ____________________
Approved as to Form:
______________________________
Adam U. Lindgren, City Attorney
ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc.--Exhibit A Page 1 of 1
EXHIBIT A
SCOPE OF SERVICES
.ShotSpotter Proposal ID RANCOCA030422 (Attached)
ITEM 12.2.
ATTACHMENT 2
Price Proposal for Subscription-Based
Gunshot Detection, Location, and Forensic Analysis Service for the City of Rancho Cordova, California
March 4, 2022
Proposal ID: RANCOCA030422
Submitted by: Jason Silva – Account Executive, Western Region 510.513.3921 mobile
650.877.2106 fax
[email protected]
ShotSpotter, Inc.
39300 Civic Center Drive, Suite 300
Fremont, California 945 38
888.274.6877
www.shotspotter.com
ITEM 12.2.
ATTACHMENT 2
ShotSpotter, Inc. Copyright © 2022 i
Table of Contents
Executive Summary ........................................................................................................................ 1 Introduction 1
How it Works 3
Company History 4
Proposed Coverage Area 5
ShotSpotter Respond Service Overview ........................................................................................ 7 ShotSpotter Dispatch™ and ShotSpotter Respond™ Applications 7 ShotSpotter Insight™ 8
Mobile Alerts 10
Notifications API (Optional) 11
Investigative Lead Summary 12
Detailed Forensic Reports and Expert Witness Testimony 13 Onboarding Services .................................................................................................................... 14 Getting Started 15
Best Practices 15
User Training 15
Agency Metrics/KPIs (Key Performance Indicators) 16
Onsite Support During Service Activation (Go -Live) 16
Ongoing Customer Support .......................................................................................................... 16 Customer References ................................................................................................................... 17 Pricing ........................................................................................................................................... 18
4.85 mi2 Coverage Area 18
Forensic Consultation Services 18
Optional Additional Services 19
Payment Terms 19
Pricing Assumptions 20
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 1
Executive Summary
Introduction
ShotSpotter is pleased to present this proposal to the Rancho Cordova Police Department . The proposed ShotSpotter Respond solution is designed to identify, locate, and track active gunfire, and will support the Department’s efforts to more effectively respond to and investigate gunfire incidents. The proposed solution is deployed across the country, serving 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 enabling 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 helps to protect officers by providing them with com prehensive 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, bu t 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 …”
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 2
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 has occurred, and, based on analysis, the location provided is usually mislocated by 750 feet (on average). As a result, valuable time and resources are wa sted trying to locate the incident, greatly diminishing the opportunity to identify suspects and witnesses, recover evidence, and, most important, render life-saving aid to victims.
The ability to receive near real -time gunfire intelligence data provides l aw 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 more 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 much 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.) • Targeted enforcement (precision policing) is enhanced • More court-admissible and scientifically sound forensic evidence is availab le to strengthen prosecutions of the worst offenders
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 3
How it Works
Based on an analysis of known gunfire -related crimes, the ShotSpotter 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 informatio n to ShotSpotter’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.
Once the software has performed an initial review and filtered out any incidents that are determined not to be gunfire (e.g., helicopter noise, fireworks, etc.), the data is received at our IRC.
The IRC review process is performed by a team of highly trained acoustic experts. In addition to examination of the incident audio, the review process involves examination of 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 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 a n audio snippet, to law enforcement agenc ies via a password-protected application on a mobile phone, in -car 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 are i nvolved, and whether high -capacity and/or fully automatic weapons are being used. This entire process (i.e., recording the impulsive sound, two -factor review, and publishing alerts to authorized users) is designed 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.
ShotSpotter has also successfully integrated with a wide range of third -party applications such as CAD, RMS, License Plate Readers, drones, and other applications .
We appreciate your consideration of our proposal. ShotSpotter 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 Rancho Cordova.
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 4
Company History
ShotSpotter was founded in 1995 and has been providing gunshot detection solutions since its inception. ShotSpotter is the world leader in gunshot detection, with over 850 square miles operational; more than 14 million incidents reviewed; and 34 issued patents. ShotSpotter is a publicly traded corporation (NASDAQ: SSTI) with approximately 175 full-time employees and is headquartered in Fremont, California.
ShotSpotter provides precision-policing solutions for law enforcement to help deter gun violence and make cities, campuses, and facilities safer. Our flagship product, ShotSpotter Respond™, is the leading gunshot detection, location, and forensic analysis system, and is trusted by more than 120 cities. Other product offerings include:
• ShotSpotter SecureCampus®, designed to provide outdoor gunfire coverage at university and school campuses
• ShotSpotter SiteSecure™ for critical infrastructure designed to detect gunfire attacks on commercial and federal buildings, electrical substations, airports, and large outdoor structures
• ShotSpotter Connect™ (formerly Missions™), which uses artificial intelligence-driven analysis to help strategically plan patrol missions and tactics for maximum crime deterrence
• ShotSpotter Investigate™, a cloud solution for case management to improve overall clearance rates across all crime categories
• ShotSpotter Labs, which focuses on innovative applications of ShotSpotter to help protect wildlife and the environment; currently helping combat rhino poaching in South Africa and will soon launch other applications for global wildlife protection, such as combatting illegal blast fishing in Malaysia with underwater sensors
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 5
Proposed Coverage Area
ShotSpotter systems are deployed to provide coverage for a specified area, bounded by a specific coverage area perimeter. ShotSpotter will design the coverage area based upon the Department’s requirements and based upon analysis of historical crime data. The area delineated by a blue and red boundary in the image below is a rough estimate of the recommended coverage area based on the Department’s specifications and on analysis of the Department-provided crime data as described below. The blue boundary is a simplified design for the first two square miles of ShotSpotter coverage, targeting the City’s highest crime areas, while avoiding a highly customized coverage area. The red boundary extends the proposed coverage area. The precise size of the area (i.e., in square miles) can only be verified with actual acoustic propagation information; therefore, the final coverage area may vary.
ShotSpotter will perform this verification during the installation process.
Figure 1: Proposed ShotSpotter Coverage Area = 4.85 square miles ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 6
Using the data provided by the Department for January 1, 2019 through November 7, 2021, the map above depicts the preliminary coverage boundaries. ShotSpotter will collaborate with Department stakeholders to determine the final coverage boundaries and any resulting adjustments to the proposal to address the Department’s needs and priorities. The heat map in Figure 1: Proposed ShotSpotter Coverage Area depicts the following within the 4.85 square mile coverage area (outlined in blue and red):
Icon Crime Type Definition Quantity
Percentage of
Totals
" Gun-related Homicides 4 67%
Aggravated Assaults 72 75%
Calls for Service for Shots Fired and Threats w/ a Gun 824 66% ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 7
ShotSpotter Respond Service Overview
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. ShotSpotter 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 ShotSpotter applications.
ShotSpotter Dispatch™ and ShotSpotter Respond™ Applications The ShotSpotter Dispatch and ShotSpotter Respond applications are used by Call Takers, Dispatchers, and Patrol Officers in the field. Real-time notifications of gunfire incidents are delivered to these apps and include the following data:
• Incident location (dot on the map)
• 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
• Number of shots
• District identification
• Beat identification
Figure 2: ShotSpotter Dispatch App
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 8
A ShotSpotter 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.
ShotSpotter Insight™
ShotSpotter 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”).
Figure 3: ShotSpotter Respond App
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 9
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, Respond ID, and other details.
For custom ad hoc reporting and analysis, Insight can export incident data to other off-the-shelf products such as Microsoft Excel, Tableau, Google Earth, ArcGIS, and other tools.
Figure 4: ShotSpotter Insight App
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 10
Mobile Alerts
Real-time gunfire alert data can be delivered to
smart phones and smart watches via the Respond
smartphone application, available for use on
iPhones and Android platforms. The gunfire location
is displayed as a dot on a map, and the data also
includes the number of rounds fired and access to
the incident audio.
Figure 6: ShotSpotter Respond App Smartphone Notification Figure 5: Smart Watch Notification
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 11
Notifications API (Optional)
The ShotSpotter 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 24x7x365 ShotSpotter 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 Department on ShotSpotter-hosted servers • Consulting with the Department and third parties to ensure the API operates according to the API specifications
• 24x7 alerts to up to three third -party interfaces
• Supporting the third party and Department as systems are upgraded Additional API licenses can be purchased in packs of three interfaces.
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 12
Investigative Lead Summary
ShotSpotter recently introduced a new, on-demand report available through the ShotSpotter Respond application. The Investigative Lead Summary (ILS) 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 Respond application.
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 7: ShotSpotter Investigative Lead Summary (ILS)
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 13
Detailed Forensic Reports and Expert Witness Testimony
In nearly all the criminal proceedings in which our experts have been called to testify, ShotSpotter 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.
Figure 8: ShotSpotter Detailed Forensic Report (DFR)
ShotSpotter 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
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 14
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 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 ShotSpotter 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 17 states and in the District of Columbia, ShotSpotter evidence and ShotSpotter expert witness testimony have been successfully admitted in over 100 court cases. ShotSpotter forensic evidence has prevailed in nine Frye challenges, including four in California, and five Daubert challenges throughout the United States.
Onboarding Services
Concurrent with the sensor design and deployment activities, ShotSpotter will provide a series of onboarding services to prepare the Police Department to maximize the value of the ShotSpotter service. These standard onboarding steps will be refined to best serve the Department team and ShotSpotter users. ShotSpotter onboarding services are designed to:
• Ensure successful ShotSpotter activation (go-live)
• Ensure full utilization of the features and functions available with the ShotSpotter service
• Ensure that the Department’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
ShotSpotter has assembled a Customer Success Team of professionals with more than 100 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 ShotSpotter’s standard Customer Onboarding Services, which will be tailored to support the Department:
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 15
Getting Started
Prior to contract execution, a ShotSpotter Customer Success Director will work with the Department’s project team to plan the onboarding process, beginning with an onsite Customer Kick-Off 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. ShotSpotter will schedule biweekly status calls with the Department’s Program Manager and other project leaders to maintain regular communication throughout the implementation process.
Best Practices
Early in the Customer Onboarding Process, ShotSpotter’s Customer Success team, led by the assigned Customer Success Director, will work with the Department’s Program Manager and other project leaders to schedule and conduct a series of Best Practices sessions. These sessions will assist the Department 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. ShotSpotter 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
User Training
ShotSpotter will assign a Customer Success Director to the Department to ensure that we deliver consistent, quality best practices training based on the Department’s needs to maximize the value of our service. The Customer Success Director will remain engaged with the Department for the duration of our relationship. In preparation for the planned cutovers, ShotSpotter will assign a Trainer to the Department to train each group of users on the ShotSpotter applications, including Respond, Dispatch, ShotSpotter Administrative Portal, and ShotSpotter Insight. The Trainer will conduct a Training Orientation with the Department’s Program Manager to ensure all users are properly trained on the relevant applications.
ShotSpotter’s Trainer will work with the Department to tailor a training program that addresses the unique needs and/or scheduling constraints of the Department users. The training will be performed through a combination of remote instructor-led live training, train-the-trainer, and on- line recorded computer-based training.
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 16
Agency Metrics/KPIs (Key Performance Indicators)
ShotSpotter Customer Success team members, led by the assigned Customer Success Director, will work with the Department’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, ShotSpotter’s 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, ShotSpotter team will facilitate an introduction to the ShotSpotter Support organization to review the support process and introduce the designated Technical Support Engineer to the Department. Following system activation, the designated Technical Support Engineer will facilitate a series of Status Calls with the Department to review the performance of the service. The Customer Success Director will continue to work with the Department to review and results being achieved by each group of users involved in the gun violence reduction program.
Ongoing Customer Support
As an ongoing service, the Customer Support organization will publish a monthly Scorecard to the Department to communicate details on system performance and our service including the number of Gunshot Alerts, Misses, Mislocated Incidents, Misclassified Incidents, and other useful metrics. This report will be reviewed by the designated Technical Support Engineer on a monthly basis and any and all concerns will be discussed and addressed.
ShotSpotter 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 ShotSpotter 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.
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 17
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
Customer References
ShotSpotter has more than 120 customers covering over 850 square miles. ShotSpotter is the leader in the development and deployment of wide area acoustic gunshot detection and location systems. Today, ShotSpotter provides gunshot detection and location services to law enforcement agencies across the country . Among these are:
• Sacramento County, CA • San Pablo, CA
• Sacramento, CA • East Palo Alto, CA
• San Francisco, CA • Fresno, CA
• Oakland, CA • Bakersfield, CA
• Richmond, CA • Las Vegas, NV
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 18
Pricing
ShotSpotter systems are deployed to provide coverage for a specified area. ShotSpotter offers our Lower Tier Pricing Program to communities that have less than 100 sworn officers or less than 50,000 residents, which allows these agencies to address gun violence. This pricing includes one-time Service Initiation fees and Onboarding fees, as well as reduced subscription fees for a two square mile coverage area. This (maximum) two square mile coverage area targets the City’s highest crime areas while avoiding a highly customized coverage area.
Additional coverage beyond that is offered at the ShotSpotter’s standard rates.
4.85 mi2 Coverage Area
Pricing Coverage
Area Size
One-Time Service
Startup Fees
(Initiation &
Onboarding)
Annual
Subscription
Fees*
Discount for
Multi-Year
Term**
Total
Lower
Tier 2.0 mi2 Included $99,000 x 4 N/A $396,000
Standard 2.85 mi2 $28,500 $199,500 x 4 ($28,500) $798,000
FOUR-YEAR
TOTAL: $1,194,000
*ShotSpotter’s current Lower Tier Pricing Program annual subscription fee is $49,500 per square mile for the first two (2) square miles and includes One-Time Service Initiation Fees for those two (2) square miles. The coverage beyond two (2) square miles will be at ShotSpotter’s standard annual subscription rate of $70,000 per square mile plus a One-Time Service Initiation Fee of $10,000 per square mile. **See Pricing Assumptions below for details.
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.
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 19
Optional Additional Services
Interface License
Notifications API License Pack $9,500/year
• Recurring annual subscription fee
• Includes up to three interfaces
• Does not include costs required from other vendors to implement or support the planned interfaces
Payment Terms
Payment for the service initiation , onboarding, and subscription shall be as follows:
Two-Year Payment Terms
• 50% of Year 1 fees due upon execution of agreement ($149,250) • 50% of Year 1 fees due upon ShotSpotter activation (live) status ($149,250) • 100% of Year 2 fees due prior to 1 st anniversary of ShotSpotter live status ($ 298,500) • 100% of Year 3 fees due prior to 2nd anniversary of ShotSpotter live status ($298,500) • 100% of Year 4 fees due prior to 3rd anniversary of ShotSpotter live status ($298,500)
Expert Witness Testimony Services are available upon request and billed separately at the above rate.
ITEM 12.2.
ATTACHMENT 2
Price Proposal for the City of Rancho Cordova, CA
ShotSpotter, Inc. Copyright © 2022 20
Pricing Assumptions
This pricing is submitted based on the following assumptions:
• This pricing assumes that the services will be delivered under the terms of the ShotSpotter Respond Services Agreement to which this Proposal will be attached as Exhibit A.
• The Multi-Year Term Commitment discount will be applied to the one-time Service Initiation fees and is contingent upon ShotSpotter receiving a multi-year term commitment allowing us to invoice automatically for each annual subscription term over the term of the agreement, without any requirement for obtaining additional approvals, purchase orders, or notifications.
• The pricing assumes that the Department will provision network access to meet ShotSpotter 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 pricing remains valid for ninety (90) days from the date of this proposal.
ITEM 12.2.
ATTACHMENT 2
CONTRACT NO.: 2022-52
Professional Services Agreement between April 5, 2022
City of Rancho Cordova and ShotSpotter, Inc.--Exhibit B Page 1 of 1
EXHIBIT B
ShotSpotter Respond Services Agreement (Attached)
ITEM 12.2.
ATTACHMENT 2
EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT
RESPOND SERVICES AGREEMENT
ShotSpotter, Inc.
39300 Civic Center Dr., Ste. 300
Fremont, CA 94538
+1.888.274.6877
[email protected]
www.shotspotter.com
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States Contents
1. ATTACHMENTS ............................................................................................................................ 1
2. DEFINITIONS ................................................................................................................................. 1
3. SUBSCRIPTION SERVICES ....................................................................................................... 2
4. INITIAL TERM AND RENEWAL ................................................................................................. 4
5. LICENSE, OWNERSHIP, AND DATA RIGHTS ....................................................................... 4
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS ............................................................... 8
7. LIMITED WARRANTIES .............................................................................................................. 9
8. CUSTOMER OBLIGATIONS. .................................................................................................... 10
9. INTELLECTUAL PROPERTY INFRINGEMENT .................................................................... 11
10. INDEMNIFICATION AND LIMITATION OF LIABILITY ........................................................ 12
11. DEFAULT AND TERMINATON; REMEDIES ......................................................................... 13
12. FORCE MAJEURE ...................................................................................................................... 13
13. ENTIRE AGREEMENT ............................................................................................................... 13
14. GOVERNING LAW ...................................................................................................................... 14
15. NO WAIVER ................................................................................................................................. 14
16. SEVERABILITY ........................................................................................................................... 14
17. DISPUTE RESOLUTION ............................................................................................................ 14
18. ASSIGNMENT .............................................................................................................................. 14
19. COMPLIANCE WITH LAWS ...................................................................................................... 14
20. EQUAL EMPLOYMENT OPPORTUNITY ............................................................................... 15
21. GENERAL PROVISIONS ........................................................................................................... 15 ATTACHMENT A – SERVICE LEVEL AGREEMENT ...................................................................... 16
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 1 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States This ShotSpotter® Respond™ Services Agreement (this “Agreement”) is attached to incorporated as Exhibit B to the Professional Services Agreement (the “Professional Services Agreement”) entered into by and between ShotSpotter, Inc. (referred to herein as “ShotSpotter”), with offices located at 39300 Civic Center Dr., Suite 300, Fremont, CA 94538, and the City of Rancho Cordova, California (hereinafter referred to as “Customer”), with offices located at 2729 Prospect Park Drive, Rancho Cordova, CA 95670 ShotSpotter and Customer may also be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.
The Professional Services Agreement, its Exhibit A ShotSpotter Proposal RANCOCA030422, and t his Exhibit B and its attachment(s) define the deliverables, implementation, and subscription services for ShotSpotter’s gunshot location system (“ShotSpotter® Respond™ Gunshot Detection, Location, and Forensic Analysis Service”) to be provided under the Professional Services Agreement.
In consideration of the Parties’ mutual covenants and promises set forth in this Agreement, the Parties agree as follows:
1. ATTACHMENTS
The following attachments (“Attachments”) are attached to, and incorporated in this Agreement:
A. Service Level Agreement
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.
B. C
onfidential Information means that information designated by either Party as confidential or proprietary as further defined in Section 6 of this Agreement.
C. Coverage Area means the area in square miles covered by the Services as set forth in Exhibit A to the Professional Services Agreement and any subsequent amendments thereto.
D. Data means all data created, generated, modified, compiled, stored, kept , or displayed by ShotSpotter in performance of the Subscription Services, including the Software.
E. Reviewed Alerts means the data reviewed by ShotSpotter’s incident review staff related to gunfire incidents detected by the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service.
F. ShotSpotter Respond System means the ShotSpotter Respond Gunshot Detection, Location, and Forensic Analysis Service provided on a subscription basis under this Agreement.
G. Software means the ShotSpotter Respond Gunshot Detection, Location, and Forensic Analysis Service, Reviewed Alerts, ShotSpotter Respond™, and ShotSpotter Dispatch™ and ShotSpotter® Insight applications 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 ShotSpotter to Customer subsequent to the execution date of this Agreement, and if purchased by Customer, the ShotSpotter API Subscription License.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 2 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States
H. Subscription Services means the services provided to Customer on a subscription basis to access, and ShotSpotter’s maintenance of, the Software.
I. System means collectively the Software and Subscription Services provided under this Agreement.
3. SUBSCRIPTION SERVICES
A. ShotSpotter will install the ShotSpotter Respond System in the Coverage Area specified in Exhibit A attached to the Professional Services Agreement. ShotSpotter 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 this Agreement.
B. ShotSpotter 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 premise’s owner/property manager/lessee.
C. The ShotSpotter Respond 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 ShotSpotter hosted servers via a commercial carrier. The unavailability or deterioration of the quality of such wired, wireless, or wireless cellular communications may impact the ability of ShotSpotter to provide the Subscription Services. In such circumstances ShotSpotter will use commercially reasonable efforts to obtain alternate wired or wireless cellular communications or adjust the coverage area as necessary. In the event ShotSpotter is unable to do so, ShotSpotter will terminate the Subscription Services and refund a pro-rata portion of the annual Subscription Services fee to Customer.
D. S hotSpotter will provide Customer with user documentation, online help, written or recorded video training material, and other applicable documentation (as available).
E. ShotSpotter will provide reasonable efforts to respond via email to requests for support relating to incident classification as defined in the Support Level Matrix provided in Attachment A.
F. During the term of this Agreement, ShotSpotter will provide real-time gunfire analysis and alert services. After an explosive (or impulsive) sound triggers enough ShotSpotter Sensors that an incident is detected and located, audio from the incident is sent to the ShotSpotter Incident Review Center (IRC) via secure, high-speed network connections for real-time qualification. Within seconds, a ShotSpotter 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. ShotSpotter’s IRC will review gunfire incidents as further defined in Attachment A.
G. The Subscription Services provided under this Agreement 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 ShotSpotter; (ii) providing Customer access to historical Reviewed Alerts and incident information via the Software; and (iii) other services as specified in this Agreement and its Attachment(s).
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 3 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States H. ShotSpotter will use commercially reasonable efforts to respond to support requests as set forth in the Support Level Matrix provided in Attachment A. These requests may be made to ShotSpotter through one of the following methods: 1) email to [email protected]; 2) Live Chat through our ShotSpotter applications: 3) A phone call to our Customer Support organization at 888,274.6877, option 4. These are the only methods ShotSpotter will receive and respond to support requests.
A Tier 1 (as defined in the Support Matrix in Attachment A) ShotSpotter Customer S upport 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, ShotSpotter will use commercially reasonable efforts to resolve the issue within seventy-two (72) hours of receipt of the report. In the event that the ShotSpotter service is fully nonfunctional, and it is not due to power outage or other reasons that are outside of ShotSpotter’s control, ShotSpotter 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.
I. FORENSIC REPORTS.
i. Investigative Lead Summary (“ILS”). ShotSpotter 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. D etailed Forensic Report (“DFR”). If requested by Customer, ShotSpotter 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 ShotSpotter Customer Support Department. Requests may be submitted via the Forensics Services page under the Law Enforcement tab on ShotSpotter’s website (www.shotspotter.com). ShotSpotter will use commercially reasonable efforts to provide a DFR within ten (10) business days of receipt of the request.
J. EXPERT WITNESS SERVICES.
ShotSpotter offers reasonable expert witness services, including Reviewed Alerts, for an hourly fee as set forth in Exhibit A to the Professional Services Agreement, as well as reimbursement of all travel and per diem costs. If requested to provide such services, ShotSpotter will invoice the Customer for the number of hours expended to prepare for and provide expert witness testimony, ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 4 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States and actual travel expenses, upon completion of the services. Customer understands that ShotSpotter 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.
ShotSpotter 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 ShotSpotter personnel. Due to the nature of legal proceedings, ShotSpotter 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.
4. INITIAL TERM AND RENEWAL
The initial term of the Subscription Services shall be for a period of forty-eight (48) months commencing on the date that the Subscription Services are made available to the Customer via Insight . Fees will be paid on an annual basis in accordance with Exh ibit A to the Professional Services Agreement, subject to the Customer’s appropriation of funding.
Following the initial term, 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. ShotSpotter 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 exp iration 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. Following the initial term, annual Subscription fees are subject to increase at a rate of 5% for Customers whose annual subscription fee is less than the current ShotSpotter list price.
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. At its discretion, ShotSpotter may remove the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service and any components from the Coverage Area at that time. If ShotSpotter does not remove the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service from the Coverage Area, Customer may reinstate the Subscription Services at a later date by renewing this Agreement and payment of the applicable reactivation and 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, OWNERSHIP, AND DATA RIGHTS
In consideration for and subject to the payment of the annual Subscription Services fees as set forth in Exhibit A to the Professional Services Agreement, Customer is granted a non- transferrable, non-exclusive and terminable license (“License”) to use the Subscription Services and Data as set forth in this Section 5.
Please read the terms and conditions of this Agreement carefully. By using the Subscription Services and Data, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, you must notify ShotSpotter and discontinue any use of the Subscription Services and Data .
A. Rights in Data.
For the purposes of this Agreement, “Data” is defined as data, information, and electronic files created, generated, modified, compiled, displayed, stored or kept in the course of providing the ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 5 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States Subscription Services, including, without limitation, information in Reviewed Alerts accessible through the Service and/or Software.
ShotSpotter shall own and have the unrestricted right to use the Data for internal purposes such as research or product development. ShotSpotter may provide, license, or sell 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.
ShotSpotter will not release or disseminate to any person or entity 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. ShotSpotter will not release, sell, license, or otherwise distribute the gunfire alert 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 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. Customer shall not provide to, license the use of, or sell 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 systems.
B. License and Restrictions.
Software and S ubscription Services. The Software is the proprietary product of ShotSpotter, licensed to Customer on an annual subscription basis. The ShotSpotter Software may incorporate components supplied to ShotSpotter 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 ShotSpotter or, if applicable, its suppliers. All right and title to the ShotSpotter 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 ShotSpotter.
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 ShotSpotter 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, t ranslate, 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.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 6 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States Data. Customer’s rights to use the Data are defined in paragraph A of this section 5.
Nothing in this Agreement shall be construed as granting any right or title to the Software, Data or any component thereof, or any other intellectual property of ShotSpotter 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.
Customer ac knowledges 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, 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 ShotSpotter. 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 Respond S ystem or any ShotSpotter Respond 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 Respond System, or ShotSpotter Respond 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.
Use, du plication, 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.
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.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 7 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States C. Termination.
Customer agrees that its right to use the Subscription Services, Software and 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 ShotSpotter when due, or failure to renew the Subscription Services prior to expiration of the then current subscription term unless such has been cured within said thirty (30) day period. In the event of a breach of S hotSpotter’s intellectual property rights, ShotSpotter at its sole discretion may terminate this Agreement immediately upon written notice to Customer. In the event of termination, Customer’s access to the Data and Software will be terminated, and ShotSpotter will cease delivering Reviewed Alerts, and disable Customer’s access to the Data. Customer agrees that ShotSpotter 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, ShotSpotter reserves the right at its discretion to modify, temporarily or permanently, the Subscription Services (or any part thereof). In the event that ShotSpotter modifies the Subscription Services in a manner which removes or disables a feature or functionality on which Customer materially relies, ShotSpotter, at Customer’s request, shall use commercially reasonable efforts to restore such functionality to Customer. In the event that ShotSpotter 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 ShotSpotter reserves the right to discontinue offering the Subscription Services at the conclusion of Customer’s then current term. Customer agrees that ShotSpotter shall not be liable to Customer or to any third party for any modification of the Subscription Services as described in this section.
E. N ew Applications.
From time to time, at ShotSpotter’s discretion, ShotSpotter 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, ShotSpotter 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, ShotSpotter will provide a pre-release package explaining the details and requirements for Customer’s participation.
F. No Use by Third Parties.
Use by anyone other than Customer of the Subscription Services, documentation, and Data is prohibited, unless pursuant to a valid assignment of this Agreement as set forth in Section 18 of this Agreement.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 8 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS
A. ShotSpotter Privacy Policy.
ShotSpotter 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) ShotSpotter will not provide extended audio to customers beyond the audio snippet (1 second of ambient noise prior to a gunshot, the gunshot audio itself, and 1 second after the incident). ShotSpotter will vigorously resist any subpoena or court order for extended audio that goes beyond an audio snippet.
2) ShotSpotter 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.
B. ShotSpotter Confidential Information.
Customer ac knowledges and agrees that the source code, technology, and internal structure of the Software, Data, and Subscription Services, as well as documentation, operations manual(s) and training material(s), are the confidential information and proprietary trade secrets of ShotSpotter, the value of which would be destroyed by disclosure to the public. Use by anyone other than Customer of the Subscription Services, documentation, and 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 ShotSpotter’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 t he confidential information and proprietary trade secrets of ShotSpotter in strict confidence and to not permit any person or entity to obtain access to it except as r equired 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.
C. C ustomer Confidential Information
During the term of this Agreement or any subsequent renewals, ShotSpotter agrees to maintain Customer information designated by the Customer as confidential to which ShotSpotter 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. ShotSpotter agrees that Customer’s Confidential Information shall be used solely for the purpose of performing ShotSpotter’s obligations under this Agreement.
D. 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 ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 9 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States 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
ShotSpotter warrants that the Software will function in substantial conformity with the ShotSpotter documentation accompanying the Software and Subscription Services. The Software covered under this warranty consists exclusively of the ShotSpotter Dispatch, ShotSpotter Respond, and ShotSpotter Insight applications and user interface made available to the Customer under this Agreement. ShotSpotter will provide support services as defined in Attachment A Service Level Agreement.
A. S hotSpotter further warrants that the Subscription Services, Data, and Software shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.
B. The Subscription Services are not designed, sold, or intended to be used to detect, intercept, transmit, or record oral or other communications of any kind. ShotSpotter cannot control how the Subscription Services are used, and, accordingly, ShotSpotter does not warrant or represent, expressly or implicitly, that use of the Subscription Services will comply or conform to the requirements of federal, state, or local statutes, ordinances, and laws, or that use of the Subscription Services will not violate the privacy rights of third parties. Customer shall be solely responsible for using the Subscription Services in full compliance with applicable law and the rights of third persons.
C. ShotSpotter does not warrant or represent, expressly or implicitly, that the Software or Subscription Services or its use will: result in the 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 ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 10 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States property due to the discharge of a firearm or other weapon; 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.
D. ShotSpotter expressly disclaims, and does not undertake or assume any duty, obligation, or responsibility for any decisions, a ctions, reactions, responses, failure to act, or inaction, by Customer as a result of or in reliance on, in whole or in part, any Subscription Services or Reviewed Alerts provided by ShotSpotter, 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.
E. Any and all warranties, express or implied, of fitness for high-risk purposes requiring fail-safe performance are hereby expressly disclaimed.
F. The Parties acknowledge and agree that the Subscription Services is not a consumer good, and is not intended for sale to or use by or for personal, family, or household use.
EXCEPT AS EX PRESSLY SET FORTH IN THIS SECTION 7, SHOTSPOTTER 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 ShotSpotter’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 to the Professional Services Agreement.
Customer’s address for invoicing:
City of Rancho Cordova
Attn: Accounts Payable
2729 Prospect Park Dr.
Rancho Cordova, CA 95670
B. Customer agrees to use reasonable efforts to timely perform and comply with all of Customer’s obligations allocated to Customer under this Agreement, including providing assistance to ShotSpotter, as needed in obtaining premise permissions for installation of the Sensors.
C. Customer shall not permit any alteration, modification, substitution, or supplementation of the ShotSpotter Subscription Services or web portal, or the combining, connection, merging, bundling, or integration of the ShotSpotter Subscription Services or web portal into or with any other system, equipment, hardware, software, technology, function, or capability, without ShotSpotter’s express prior written consent.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 11 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States
D. Unless otherwise expressly agreed in advance in writing by ShotSpotter, 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.
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 ShotSpotter’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.
F. ShotSpotter 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 Subscription Services (“Authorized Users”). Thereafter, Customer shall be r esponsible for assigning passwords and user names for 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.
G. Customer shall comply with all applicable laws, rules and regulations relating to the goods and services provided hereunder.
9. INTELLECTUAL PROPERTY INFRINGEMENT
ShotSpotter 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 ShotSpotter’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 ShotSpotter Respond System (collectively “Action”), provided that Customer provides ShotSpotter 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 ShotSpotter and its defense counsel in the investigation and defense of such Action.
ShotSpotter s
hall 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 ShotSpotter 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 ShotSpotter as part of the Subscription Services, nor shall it apply to the extent that the claim of 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 ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 12 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States with any purpose, application, or function other than detecting and locating gunshots exclusively through acoustic means.
If, in ShotSpotter’s opinion, the Subscription Services, or Software may, or is 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 ShotSpotter 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 ShotSpotter’s obligations under this section, then ShotSpotter 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 Subscription Services for the term in which the Agreement is terminated.
This Section 9 states the entire liability of ShotSpotter 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 the Subscription Services, the ShotSpotter Gunshot Detection, Location and Forensic Analysis Service components, and Software. 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. I NDEMNIFICATION AND LIMITATION OF LIABILITY
ShotSpotter 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 ShotSpotter, its employees, agents, or subcontractors as a result of ShotSpotter’s or any of its employees, agents, or subcontractor’s performance pursuant to this Agreement. ShotSpotter 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, ShotSpotter’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 fo r its Intellectual Property infringement indemnity obligations under S ection 9 of this Agreement, ShotSpotter’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 two (2) times the amount paid to ShotSpotter under this Agreement, or the amount of insurance maintained by ShotSpotter 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.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 13 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States
11. DEFAULT AND TERMINATON; REMEDIES
A. 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.
B. Customer may terminate this Agreement upon reasonable notice to ShotSpotter in the event that sufficient funds have not been appropriated for any fiscal year to maintain the Subscription Services set forth in this Agreement. In such event, this Agreement shall be terminated on the last day of the fiscal year for which appropriations were made, without penalty to Customer; provided, however, that Customer shall be responsible for payment of fees due up to the date of such termination.
C. In addition to the termination provisions in Section 5.C for failure to pay annual S ubscription Services fees, u pon the occurrence of a material breach of Customer’s obligations under this Agreement not susceptible to cure as provided in the preceding paragraph, ShotSpotter may at its option, effective immediately upon written notice to Customer, either: (i) terminate ShotSpotter’s future obligations under this 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. In either case, Customer shall also be responsible for paying court costs and reasonable attorneys' fees incurred by or on behalf of ShotSpotter, as well as applicable repossession, shipping, repair, and refurbishing costs.
12. F ORCE MAJEURE
In no event shall ShotSpotter 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 Customer, 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 n etworks, acts of terrorism, sabotage, vandalism, hacking, natural disaster or emergency, war, riot, embargo, or civil disturbance, breakdown or destruction of plant or equipment, or arising from any cause whatsoever beyond ShotSpotter’s reasonable control. At ShotSpotter’s option and following notice to Customer, any of the foregoing causes shall be deemed to suspend such obligations of ShotSpotter so long as any such cause shall prevent or delay performance, and ShotSpotter agrees to make and Customer agrees to accept performance of such obligations whenever such cause has been remedied.
13. ENTIRE AGREEMENT
This Agreement and its Attachment(s) 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.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 14 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States
14. 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
15. 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.
16. 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, invalid 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.
17. DI SPUTE 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, ShotSpotter 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.
18. 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 ShotSpotter may assign or transfer this Agreement and/or ShotSpotter’s rights and obligations hereunder, in whole or in part, in the event of a merger or acquisition of all or substantially all of ShotSpotter’s assets. No assignee f or 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 ShotSpotter’s express consent.
19. CO MPLIANCE WITH LAWS
During the term of this Agreement ShotSpotter will comply with all applicable local, state, and federal laws, statutes and regulations.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 15 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States
20. EQUAL EMPLOYMENT OPPORTUNITY
ShotSpotter 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. ShotSpo tter’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.
21. GENERAL PROVISIONS
A. The provisions of this Agreement 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.
B. T his 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.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 16 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States ATTACHMENT A – SERVICE LEVEL AGREEMENT
ShotSpotter Respond Gunshot Location System
Reviewed Alert Service Levels
Summary
Under the terms and conditions of the ShotSpotter Services Agreement between ShotSpotter, Inc. (“ShotSpotter”) and Customer, ShotSpotter commits to meet or exceed the following Service Level Agreement (SLA) standards as it provides its ShotSpotter Gunshot Location Services 1:
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
ShotSpotter 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
The ShotSpotter 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.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 17 of 19
Copyright © 2022 ShotSpotter, 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 ShotSpotter 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 Respond System 2 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 ShotSpotter’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 ShotSpotter 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
ShotSpotter 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, ShotSpotter uses fireworks suppression techniques
3. The ShotSpotter sensors send incident information to the ShotSpotter cloud via third party cellular, wireless or wired networks. ShotSpotter is not responsible for outages on the third-party networks.
2 Respond service includes all database, applications, and communications services hosted by ShotSpotter, 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 ShotSpotter will put the ShotSpotter system into "fireworks suppression mode" during this period in order to reduce the non-gunfire incidents required for human classification. ShotSpotter 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.
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 18 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States Service Failure Notification
Should ShotSpotter identify any condition (disruption, degradation or failure of network, cloud, servers, sensors etc.) that impacts ShotSpotter’s ability to meet the Gunshot Detection & Location standard (above), ShotSpotter 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. ShotSpotter 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. ShotSpotter 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 ShotSpotter.
Customer must inform ShotSpotter when Verified Incidents of gunfire are missed by the ShotSpotter Respond 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
ITEM 12.2.
ATTACHMENT 2
RESPOND SERVICES AGREEMENT ǀ Page 19 of 19
Copyright © 2022 ShotSpotter, Inc. – Confidential
All rights reserved under the copyright laws of the United States ShotSpotter – Definition of Key Terms
The ShotSpotter Respond 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:
𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 𝑅𝑅 𝑃𝑃𝑅𝑅𝑃𝑃 =
𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁
(𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁 + 𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁 𝑁𝑁𝑁𝑁𝑁𝑁𝑟𝑟𝑁𝑁
𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁 + 𝑁𝑁
𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁𝑁)
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 Respond 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 Respond System produced an inaccurate location (i.e., a Mislocated Incident), and NumberNotDetected is the number of Verified Incidents for which the ShotSpotter Respond System failed to report a location at all (i.e., Missed Incidents).
An “Accurate Location” shall mean an incident located by the ShotSpotter Respond 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 R espond 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 Respond 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 Respond S ystem 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.
ITEM 12.2.
ATTACHMENT 2
ITEM 12.2.
ATTACHMENT 2
ITEM 12.2.
ATTACHMENT 2
ITEM 12.2.
ATTACHMENT 2
ITEM 12.2.
ATTACHMENT 2
ITEM 12.2.
ATTACHMENT 2
ITEM 12.2.
ATTACHMENT 2