ATTACHMENT B
1 Consultant/Professional Services Provider Agreement/ SoundThinking, Inc./Project ESC25-098
CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT
BY AND BETWEEN
THE CITY OF VICTORVILLE
AND
SOUNDTHINKING, INC.
FOR
SHOTSPOTTER GUNSHOT DETECTION, LOCATION, AND
FORENSIC ANALYSIS SERVICE FOR VICTORVILLE POLICE
DEPARTMENT, PROJECT ESC25-098
THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter “Agreement”), dated this _______ day of ______________, 2025, for reference purpose only, is made and entered into by and between THE CITY OF VICTORVILLE, a municipal corporation located in the County of San Bernardino, State of California, hereinafter referred to as the “City”, and SoundThinking, Inc., a Delaware corporation, hereinafter referred to as “ Consultant.” City and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively referred to as the “Parties.”
RECITALS:
WHEREAS, the City requires he City requires ShotSpotter Gunshot Detection, Location, and Forensic Analysis Services Victorville Police Department; and
WHEREAS, Consultant represents that it is fully qualified to perform the consulting and/or professional services required for performance under this Agreement by virtue of its experience and the training, education and expertise of its principals and its employees; and
WHEREAS, in light of the facts set forth above, the City desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, the City requires
ShotSpotter Gunshot Detection, Location, and Forensic Analysis Services Victorvi lle Police Department; and
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein.
Section 2. SCOPE OF SERVICES
Consultant shall provide to the City those services set forth in the Scope of Services, attached hereto as Exhibit “A” and incorporated as part of this Agreement by this reference.
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Section 3. COMPENSATION
The City shall pay to Consultant a sum not to exceed Four Hundred Seventy Thousand Two Hundred Fifty and 00/100 Dollars ($470,250.00) for faithful performance of the services to be rendered under this Agreement, subject to the Proposal provisions of Section 4, below. No expense reimbursements, including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Exhibit “A”, below; (ii) appear on Consultant’s monthly invoices to City; (iii) are supported by the appropriate receipts and other such documentation as the City shall require; and (iv) are directly related to the Scope of Services to be performed under this Agreement. In addition, any and all reimbursements shall be made in accordance with any City policy governing same.
Section 4. COST PROPOSAL
The City shall pay Consultant as provided in the Cost Proposal, attached hereto as Exhibit “A” and incorporated as part of this Agreement by this reference, subject to the provisions of Section 5. The provisions of Exhibit “ A” notwithstanding, in order to receive payments, Consultant shall be required to submit to the City detailed monthly invoices which include, if applicable, a description of all services/tasks performed, the number of hours expended on each service/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above. Provided that services have been satisfactorily rendered, invoices shall be paid by the City approximately thirty (30) working days following receipt of Consultant’s invoice.
Section 5. STATE PREVAILING WAGE AND RELATED LABOR PROVISIONS
a. Compliance with State Prevailing Wage Law. Pursuant to California Labor Code Section 1773, the City has obtained from the Director of the Department of Industrial Relations (“DIR”) the general prevailing rate of per diem wages and the general prevailing wage rate for holiday and overtime work applicable for each craft, classification, or type of worker in San Bernardino County, California, where the Project is to be performed. Copies of these prevailing rate of per diem wages are on file at the City of Victorville Finance Department/Purchasing Division and shall be made available for review to any interested party on request. Copies of these prevailing rate of per diem wages are also available from the State of California via the internet at http://www.dir.ca.gov/DLSR/PWD. Consultant and its subconsultants/subcontractors shall pay not less than said specified prevailing rate of per diem wages to all workers employed by them in the performance of any work under this Agreement which constitutes “public works” or “public work”, including without limitation, the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Services Victorville Police Department , and any other work or services described in or encompassed by California Labor Code (“ Labor Code”) Sections 1720 through 1720.9, 1771, and 1772. Consultant shall be solely responsible for using the correct and current prevailing wage rates and performing accordingly. An error on the part of any awarding body does not relieve the Consultant from the responsibility for payment of the correct prevailing wage, or compliance with the maintenance and inspection of payroll records, posting of prevailing wage rates at the work/job site, employment of apprentices, and other requirements of Labor Code Section 1720 et seq .; Labor Code Section 1810 et seq .; California Code of Regulations, Title 8, Section 16000 et seq.; and all other applicable State labor laws.
b. Designation as Consultant Not Determinative. For purposes of this Agreement, Consultant its subconsultants or subcontractors shall be subject to and shall comply with all 3 Consultant/Professional Services Provider Agreement/ SoundThinking, Inc./Project ESC25-098
provisions of the Labor Code applicable to contractors and subcontractors when they are engaged in the performance of any work under this Agreement which constitutes “public works” or “public work” as defined in subsection a abov e, despite being designated as a Consultant or subconsultant herein.
c. Conflict. It is further expressly agreed by and between the Parties hereto that should there be any conflict between the provisions of this Section 5 and the terms of Exhibit “A” of this Agreement, the provisions of this Section 5 shall control, and nothing herein shall be considered as an acceptance of the terms of Consultant’s Scope of Services, Scope of Work, or Cost/Bid Proposal which conflict with the provisions of this Section 5.
d. Payroll Records. Consultant and its subconsultants/subcontractors must comply with the provisions of Labor Code sections 1776 and 1812 and all implementing regulations, including without limitation, those set forth in Title 8 of the California Code of Regulations, Section 16000 et seq. (hereinafter the “ Regulations”), which are fully incorporated by this reference, including requirements for electronic submission of payroll records to the DIR. (1) C onsultant and Subconsultant/Subcontractor Obligations . Con sultant and each subconsultant or subcontractor must keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in connection with the Work. Each payroll record must contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
(a) The information contained in the payroll record is true and correct; and
(b) Consultant and or subconsultant/subcontractor has complied with the requirements of Labor Code Sections 1771, 1811, and 1815 for any covered work performed by its employees on the Project.
(2) Certified Record. A certified copy of an employee’s (Consultant or subconsultant/subcontractor as applicable) payroll record must be made available for inspection or furnished to the employee or his or her authorized representative on request, to the City, to the Division of Labor Standards Enforcement, to the Division of Apprenticeship Standards of the DIR, and as further required by the Labor Code.
(3) Enforcement. Upon notice of noncompliance with Labor Code Section 1776, Consultant and/or subconsultant/subcontractor has ten days in which to comply with the requirements of this section. If Consultant and/or subconsultant/subcontractor fails to do so within the ten- day period, Consultant and/or subconsultant/subcontractor will forfeit a penalty of $100.00 per day, or portion a day, for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement, these penalties will be withheld from payments then due to Consultant and/or subconsultant/subcontractor.
(4) Payment of Invoices . Copies of the certi fied Consultant or subconsultant/subcontractor payrolls, proof of payroll submissions, and appropriate lien releases are required with each invoice to the City. Payment of the invoice may be 4 Consultant/Professional Services Provider Agreement/ SoundThinking, Inc./Project ESC25-098
delayed when payroll -related documents and/or lien releases are not included with the invoice.
e. Apprentices. Consultant or subconsultant/subcontractor is responsible for compliance with the requirements governing employment and payment of apprentices, as set forth in Labor Code section 1777.5, which is fully incorporated by reference.
f. Notices. Pursuant to Labor Code section 1771.4, Consultant or subconsultant/subcontractor is required to post all Job Site notices, including prevailing wage rates and other notices, as required by regulation.
g. Other Labor Requirements . Consultant or subconsultant/subcontractor has the responsibility for and shall comply with all other applicable requirements of Labor Code Section 1720 et seq., Labor Code Section 1810 et seq ., the Regulations, and all other applicable State labor laws. Consultant further acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Consultant shall require the same of all its subconsultants or subcontractors.
h. Statutory Penalties. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hours laws will be enforced as follows:
(1) Pursuant to Labor Code section 1775, the Consultant and /or any subcontractor/subconsultant under it shall forfeit as a penalty to the City not more than Two Hundred Dollars ($200.00), for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director o f the DIR for such work or craft in which such worker is employed for any public work done under this Agreement by it or by any subcontractor/subconsultant under it. The difference between such prevailing wage rate and the amount paid to each worker for ea ch calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Consultant and/or subconsultant/subcontractor as provided for in Section 1775. (2) Pursuant to Labor Code Section 1813, Consultant and /or its subconsultants or subcontractors shall, as a penalty to the City, forfeit twenty -five dollars ($25) for each worker employed in the execution of this Agreement by the respective Consultant or subconsultant/subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week, except as specified in Labor Code Section 1815. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day.
i. DIR Monitoring . Pursuant to Labor Code Section 1771.4, this Agreement is subject to compliance monitoring and enforcement by the DIR.
j. DIR Registration . Pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and/or its subconsultants/subcontractors must be registered with the DIR prior to the execution of a contract to perform public works. By entering into this Agreement, Consultant represents that it is aware of the registration requi rement and will ensure its subconsultants/subcontractors for this project are currently registered with the DIR. Consultant shall require a current registration for the duration of the Agreement. Consultant shall further include the requirements of Labor Code Sections 1725.5 and 1771.1 in any subcontract
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Section 6. TERM OF AGREEMENT
This Agreement shall commence on the date of full execution of the Agreement (the “Commencement Date”) and expire Three (3) Years from the date the subscription service defined in Exhibit “A” is activated (the “Termination Date”) (the “Term”) , unless terminated earlier pursuant to Section 21 of this Agreement. From and after the Termination Date, and upon subsequent Agreement by the Parties, this Agreement may continue on for subsequent annual terms at the mutual written agreement of the Parties until terminated pursuant to Section 21 below.
Section 7. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint venture, or partner of the City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the City a nd Consultant or any employee or agent of Consultant . Both P arties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this Agreement.
Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR’S STATUS OF
CONSULTANT
a. Consultant represents and acknowledges the following:
(1) The City is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the City.
(3) The services described in this Agreement can be performed without the use of City equipment, materials, tools, or facilities, unless otherwise provided under a separate Agreement.
(4) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.
(5) The City will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Consultant to perform the services described in this Agreement.
(6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the City.
b. The City represents and acknowledges the following:
(1) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement. 6 Consultant/Professional Services Provider Agreement/ SoundThinking, Inc./Project ESC25-098
(2) The City will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement.
(3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement.
(4) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement.
(5) Consultant is not required to devote full time to the business operations of the City in order to perform the services set forth in this Agreement.
(6) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on City -owned property.
(7) Other than attendance at required public meetings and public hearings, and complying with the provisions of the Proposal set forth in Exhibit A and any procedural requirements set forth by law, Consultant is not required to perform the services set forth in this Agreement in any particular order or sequence.
(8) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.
Section 9. NOT AGENT OF THE CITY
a. Nothing contained in this Agreement shall be deemed, construed, or represented by the City or Consultant or by any third person to create the relationship of principal and agent.
b. Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the City to any obligation whatsoever.
Section 10. LICENSES AND PERMITS
Consultant represents that it has obtained and will maintain at all times during the Initial Term ( and during the Option Period, if applicable) of this Agreement all business licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, or permits necessary for performing the services described in this Agreement.
Section 11. STANDARD OF PERFORMANCE; WARRANTY
a. Consultant agrees to perform all services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing sim ilar services under similar conditions in the same or similar locality. Such services shall also be performed in a manner which is reasonably satisfactory to Tony Camargo, Deputy City Manager, or his designee.
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b. By executing this Agreement, Consultant warrants that it:
(1) Has thoroughly investigated and considered the services and work to be performed;
(2) Has investigated the issues regarding the scope of services to be provided;
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.
Section 12. RESERVED
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Section 13. CONFLICTS OF INTEREST
Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the City determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.
Section 14. COMPLIANCE WITH LAWS
Consultant shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members , and applicable state and federal labor laws and regulations.
Section 15. C OMMERCIAL GENERAL AND AUTOMOBILE LIABILITY
INSURANCE
a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement (and during the Opt ion Period, if applicable) , Commercial G eneral Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Consultant or its officers, employees, servants, volunteers, and agents and independent contractors.
b. Consultant shall further procure and maintain, at its own expense, during the Initial Term of this Agreement, (and during the Option Period, if applicable), Commercial Vehicle Liability Insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Consultant or its 8 Consultant/Professional Services Provider Agreement/ SoundThinking, Inc./Project ESC25-098
officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.
Section 16. WORKERS' COMPENSATION INSURANCE
a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement ( and during the Option Period, if applicable), W orkers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law.
b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City.
Section 17. RESERVED
Section 18. ADDITIONAL INSURED
Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability, shall be endorsed to name the City and its officers, employees, servants, volunteers, agents and independent contractors, including, without limitation, the City Attorney, as Additional Insureds.
Section 19. WAIVER OF SUBROGATION RIGHTS
Consultant shall require the carriers of all required insurance policies, with exception to Professional Liability, to waive all rights of subrogation against the City and its officers, employees, servants, volunteers, agents, and independent contractors and subcont ractors.
Each policy of insurance shall be endorsed to reflect such waiver.
Section 20. PROOF OF INSURANCE COVERAGE; REQUIRED
ENDORSEMENTS
a. Consultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance required by this Agreement and furnish to the City Clerk certificates of insurance evidencing the required coverage, and policy endorsements at least one (1) business day prior to the commencement of any services to be performed under this Agreement.
b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the City shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non -payment, ten (10) days advance written notice shall be given. Alternatively, Consultant shall provide required notices to the City.
c. Consultant shall provide certificates of insurance to the City annually when Consultant’s policies are renewed or new policies are entered into.
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d. The commercial general liability and vehicle liability policies shall be endorsed to contain the following provision: “For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, offici als, employees, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant ’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.”
Section 21. TERMINATION OR SUSPENSION
a. This Agreement may be terminated or suspended without cause by either Party at any time, provided that the Party initiating the termination provides the other Party at least thirty (30) days advance written notice of such termination or suspension. In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination. If termination without cause is initiated by the City, Consultant shall not be required to refund any pro- rated amount or pre -paid fees for the annual period in which the Agreement is terminated.
b. This Agreement may be terminated by either Party at any time due to a material breach by the other Party, provided that the Party initiating termination provides the other Party at least thirty (30) days advance written notice of s uch termination and default has not been cured by the Party alleged to be in breach within said thirty (30) day period. In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
Section 22. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.
Section 23. INDEMNIFICATION
a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents (the “City Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the City (collectively “Claims”) to the extent caused by Consultant's negligence or willful misconduct in the performance of the services described in this Agreement.
Consultant shall not be liable to the City for Claims to the extent such Claims are proven to be caused by the negligence or willful misconduct of the City Indemnitees.
b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.
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(1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference.
Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees.
c. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement.
d. Except for its Intellectual Property infringement indemnity obligations set forth in Exhibit “A ”, Consultant’s cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this Agreement, whether in contract, tort, by way of indemnification or under statute, and regardless of the form of action or legal theory shall not exceed (i) two (2) times the amount of the annual subscription fee(s) for the twelve (12) month period in which the claim arises, or (ii) the amount of insurance maintained by SoundThinking available to cover the loss, whichever is greater. The foregoing limitations shall apply without regard to any failure of essential purpose of any remedies given herein.
d. 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.
f. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
Section 24. REPORTS
Upon request by Tony Camargo, Deputy City Manager, or his designee, or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit “A”, Consultant shall prepare and submit reports to the City concerning Consultant's performance of the services required by this Agreement.
Section 25. RECORDS
a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Tony Camargo, Deputy City Manager, or his designee, to evaluate the cost and the performance of such services. 11 Consultant/Professional Services Provider Agreement/ SoundThinking, Inc./Project ESC25-098
b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.
c. Tony Camargo, Deputy City Manager, or his designee, shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
d. Records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to Tony Camargo, Deputy City Manager, or his designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.
Section 26. ADDITIONAL TERMS AND CONDITIONS
a. Exhibit “A” includes the Consultant’s Master Services Agreement which provides the terms and conditions applicable to Consultant’s ShotSpotter Subscription Services, including, but not limited to use, license, ownership, warranty, confidentiality, intellectual property infringement, and support.
Section 27. CONFIDENTIALITY; OWNERSHIP OF WORK
a. A ny and all documents and information obtained from the City or prepared by Consultant for the City shall be kept strictly confidential unless otherwise provided by applicable law. All City data, documents and information shall be returned to the City upon termination of the Agreement.
b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement constituting work for hire as set forth in section d below shall not be released publicly without the prior written approval of Tony Camargo, Deputy City Manager, or his designee, or as required by applicable law.
c. Consultant shall not disclose to any other entity or person any information regarding the activities of the City except as required in the performance of the services under this Agreement, except with the prior written approval of Tony Camargo, Deputy City Manager, or his designee, or as required by applicable law.
d. All original documents, reports, designs, computer files and all other materials prepared by Consultant specifically designated and agreed to in writing by both Parties as “work for hire” in the course of performing the services pursuant to this Agreement, whether completed or in progress, are the property of the City and shall be surrendered to the City upon the completion of Consultant ’s services or when requested by Tony Camargo, Deputy City Manager, or his designee Such materials may be used, reused or otherwise disposed of by the City without the permission of Consultant. Consultant’s intellectual property is excluded from any work for hire. Nothing in this Agreement shall be construed as granting to the City any right or title in or to any Consultant intellectual property.
e. Terms for use of Consultant’s confidential information are set forth in Exhibit “A”.
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e. Consultant’s covenants under this Section 27 shall survive the termination of this Agreement.
Section 28. PRINCIPAL REPRESENTATIVES
a. Roxanne Lerner, Director of Contracts , is designated as the principal representative of Consultant for purposes of communicating with the City on any matter associated with the performance of the services set forth in this Agreement.
b. Tony Camargo, Deputy City Manager, or his designee, shall be the principal representative of the City for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement.
c. Either Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.
Section 29. MODIFICATIONS AND AMENDMENTS; EXTRA SERVICES
a. This Agreement may be modified or amended only by a written instrument signed by both Parties.
Section 30. ENTIRE AGREEMENT
a. This Agreement supersedes any and all prior or contemporaneous Agreement s, either oral or written, between the City and Consultant with respect to the subject matter of this Agreement.
b. This Agreement and its Exhibit “A” contain all of the covenants and Agreements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement acknowledges that no representations, inducements, promises, or Agreements have been made by or on behalf of any Party, except those covenants and Agreement s in this Agreement.
c. No Agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.
Section 31. AMBIGUITIES
This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them.
Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement.
Notwithstanding the foregoing, the Parties agree that unless otherwise expressly set forth in this Agreement, to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Consultant/Professional Services Standard Provider Agreement and Exhibit “A” the terms of this Consultant/Professional Services Standard Provider Agreement shall control and nothing set forth in Exhibit “A” shall be deemed to supersede any of the provisions of this Consultant/Professional Services Standard Provider Agreement. 13 Consultant/Professional Services Provider Agreement/ SoundThinking, Inc./Project ESC25-098
Section 32. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:
To the City: Tony Camargo, Deputy City Manager
City of Victorville
14343 Civic Drive
Victorville, CA 92392
To Consultant: Roxanne Lerner, Director of Contracts
SoundThinking, Inc.
39300 Civic Center Dr., Ste 300
Fremont, CA 94538
b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.
Section 33. NON-LIABILITY OF CITY OFFICERS AND
EMPLOYEES
No officer or employee of the City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to Consultant or to its successor(s), or for any breach of any obligation of the terms of this Agreement.
Section 34. REVIEW BY ATTORNEYS
Each Party hereto has had its attorney(s) review this Agreement and all related documents. Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.
Section 35. WAIVER
a. No waiver shall be binding unless executed in writing by the Party making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitut e a continuing or subsequent waiver of the same provision.
c. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement.
Section 36. ASSIGNMENT
This Agreement shall not be assigned by either Party without prior written consent of the other Party. Prior written consent of City shall not be required in the event of a merger or 14 Consultant/Professional Services Provider Agreement/ SoundThinking, Inc./Project ESC25-098
acquisition of all or substantially all of Consultant’s assets, provided that Consultant shall notify City in writing as soon as reasonably practicable.
Section 37. CARE OF WORK
The performance of services by Consultant or the payment of money by the City shall not relieve Consultant from a ny obligation to correct any incomplete, inaccurate, or defective work at no further cost to the City, when such incomplete, inaccurate or defective work is due to the negligence of Consultant.
Section 38. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.
Section 39. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties.
Section 40. GENDER
In this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.
Section 41. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.
Section 42. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.
Section 43. DEFAULT
a. Failure or delay by any Party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or remedy the alleged default within thirty (30) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.
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b. The Party claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.
c. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a present or future waiver of any default or of any rights or remedies associated with a default.
d. In the event that a default by any Part y to this Agreement may remain uncured for more than thirty (30) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings.
Section 44. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.
Section 45. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.
Section 46. ATTORNEYS’ FEES
In the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.
Section 47. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the Parties , until signed by the authorized representative(s) of Consultant , approved by the City ’s Risk Manager, and executed by the authorized City personnel or Mayor.
Section 48. REPRESENTATIONS OF PARTIES AND PERSONS
EXECUTING AGREEMENT
a. Each of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.
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b. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.
Section 49. COUNTERPARTS
This Agreement may be executed by the P arties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement.
(END OF THIS PAGE)
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.
THE CITY OF VICTORVILLE SOUNDTHINKING, INC.
By: ________________________________ By: _______________________________ Elizabeth Becerra, Roxanne Lerner,
Mayor Director of Contracts
Dated: _____________________________ Dated: _____________________________
ATTEST
By: ________________________________
Jennifer Thompson,
City Clerk
Dated: _____________________________
APPROVED AS TO STANDARD FORM
By: _______________________________
Andre de Bortnowsky,
City Attorney
Dated: ____________________________
By: _______________________________
Sandra Bostick,
Risk Manager
Dated: ____________________________
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EXHIBIT A
SCOPE OF WORK/CONTRACTOR’S PROPOSAL
City agrees to engage Consultant and Consultant agrees to furnish all necessary labor, tools, materials, and equipment for and to do the Work for the Project. The Work shall be performed, and the prices shall be paid a s generally described in the Consultant’s Proposal, Project ESC25-098, portions of which are attached hereto for ease of reference as Exhibit "A", and the entirety of which is currently on file in office of the City Clerk.
Price Proposal for Subscription-Based
Gunshot Detection, Location, and Forensic Analysis Service for Victorville Police Department, California
April 24, 2025
Proposal ID: VCTVLCA100224 Rev 2
Submitted by: Rich Reyes – Account Executive, Western Region 719.731.0273 mobile
650.877.2106 fax
[email protected]
SoundThinking, Inc.
39300 Civic Center Drive, Suite 300
Fremont, California 94538
888.274.6877
www.soundthinking.com
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Table of Contents
Executive Summary ................................ ................................ ................................ ................... 1 Introduction ................................ ................................ ................................ ............................ 1 Data-Driven Results ................................ ................................ ................................ ............... 2 Company History ................................ ................................ ................................ .................... 4 SoundThinking’s SafetySmart Platform ................................ ................................ .................. 4 ShotSpotter Service Overview ................................ ................................ ................................ ... 5 How ShotSpotter Works ................................ ................................ ................................ ......... 5 ShotSpotter Application ................................ ................................ ................................ .......... 6 InSight™ ................................ ................................ ................................ ................................ 7 ShotCast ................................ ................................ ................................ ................................ 9 Mobile Alerts................................ ................................ ................................ ..........................10 Investigative Lead Summary ................................ ................................ ................................ .11 Detailed Forensic Reports and Expert Witness Testimony ................................ ....................12 Notifications API (Optional) ................................ ................................ ................................ ....13 ResourceRouter™ (Optional) ................................ ................................ ................................ 14 Onboarding Services................................ ................................ ................................ .................15 Getting Started ................................ ................................ ................................ ......................15 Best Practices ................................ ................................ ................................ .......................15 User Training ................................ ................................ ................................ .........................16 Agency Metrics/KPIs (Key Performance Indicators)................................ ............................... 16 Onsite Support During Service Activation (Go-Live) ................................ .............................. 16 Ongoing Customer Support................................ ................................ ................................ .......17 Customer References ................................ ................................ ................................ ...............17 Proposed Coverage Areas ................................ ................................ ................................ ........18 Pricing ................................ ................................ ................................ ................................ .......19
2.77 mi2 Coverage Area ................................ ................................ ................................ ........19 Forensic Consultation Services ................................ ................................ .............................19 Payment Terms ................................ ................................ ................................ .....................20 General Pricing Assumptions ................................ ................................ ................................ 20 ShotSpotter Pricing Assumptions ................................ ................................ ..........................20 API Pricing Assumptions ................................ ................................ ................................ .......20 Table of Figures
Figure 1. ShotSpotter App in Dispatch View ................................ ................................ ............... 6 Figure 2. ShotSpotter App in Respond View ................................ ................................ .............. 7 Figure 3. InSight App ................................ ................................ ................................ ................. 8 Figure 4. ShotCast Video ................................ ................................ ................................ ........... 9 Figure 5. Smartwatch Notification................................ ................................ .............................. 10 Figure 6. ShotSpotter Smartphone App ................................ ................................ ....................10 Figure 7. ShotSpotter Investigative Lead Summary (ILS) ................................ ..........................11 Figure 8. ShotSpotter Detailed Forensic Report (DFR) ................................ .............................12 Figure 9. Proposed ShotSpotter Coverage Areas = 2.77 square miles................................ ......18 EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 Price Proposal for Victorville, CA
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Executive Summary
Introduction
SoundThinking™ is pleased to present this proposal in response to the Victorville Police Department’s request for a gunshot detection solution. We appreciate the time the Department has spent to help us understand your issues and goals. Based on our discussions, we understand that the Department seeks to address the following challenges:
• The prevalence of gun violence, including gang violence and drive-by shootings • Inconsistent reporting of gun violence to the police, making it difficult for the Department to respond timely and expedite aid to victims
• Lack of reliable data on locations, number of shooters, and other vital situational awareness data make gunshot incidents more hazardous for responding officers • A need for more shooting incident data to support analysis and inform resource allocation
Law enforcement agencies come to SoundThinking when they need a solution to quickly and precisely detect gunfire, swiftly find gunshot victims, and support the communities most affected by gun violence. A component of our SafetySmart™ Platform, the proposed ShotSpotter® 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.
Customers we talk to are generally looking at one of three options to address gunshot detection within their jurisdictions:
Effective: At this level, agencies rely on 9-1-1 calls and hotspot mapping to direct their deputies to areas where most of their shootings occur. They may also have basic systems that notify law enforcement of sound impulses. They generally rely on their force to determine the specific location of where the gunshots occurred based upon investigative measures.
Enhanced: Agencies here rely on 9-1-1 calls and more sophisticated acoustic systems that filter out some non-gunshot sounds, and may have interfaces to other systems such as License Plate Readers and cameras.
Engaged: At the highest level, agencies have adopted technology that filters out non- gunfire impulses and uses real-time, human review to minimize false positives. These systems notify deputies almost instantly when gunshots occur, and provide precise location data to get officers to the incident and deliver expedited aid. Mobile devices used by deputies in the field further expedites arrival on scene. Data from these systems is so accurate it can be used to produce forensic reports that are admissible in courts.
Based upon our conversations, we understand that the Department is most interested in exploring an engaged level of service. The proposed ShotSpotter deployment can help the Department:
• Save lives by enabling the dispatch of first responders to potential gunshot victims even when an incident is not reported to 9-1-1
• Provide significant tactical advantages that increase deputy safety when responding to gunfire
• Enable the Department to efficiently deploy resources and increase situational awareness
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• Effectively identify, analyze, and respond to gun crime • Improve casing collection programs (which in conjunction with NIBIN/IBIS, provides valuable investigative leads)
• Create a mechanism to capture and track data around shooting incidents
Data-Driven Results
ShotSpotter has become an indispensable crime-fighting tool for many 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 assistance, SoundThinking’s ShotSpotter technology is critical in providing support to the community and addressing the following issues:
• Under-reporting of persistent gunfire: Nationwide, on average, less than 20% of gunfire incidents are reported to 9-1-1. Why don’t residents call? The answer is complex, but typically involves the following concerns:
o Recognition: “Was that gunfire, fireworks, or something else?” o Retaliation: “If they find out I called, will they come after me?” o Resignation: “No one came the last time I called…”
Without ShotSpotter, most law enforcement agencies are working with an 80% to 90% deficiency in their gun violence-related intelligence.
• Late and inaccurate information: When a citizen reports a gunfire incident, the 9-1-1 call typically comes several minutes after the event occurred, and based on analysis, the location provided is usually mislocated by 750 feet (on average). As a result, valuable time and resources are wasted trying to locate the incident, diminishing the opportunity to identify suspects and witnesses, recover evidence, and most importantly, render life- saving aid to victims.
The ability to receive near real-time gunfire intelligence data provides law enforcement agencies with a critical advantage in their efforts to address and prevent gun violence and improve officer safety. Specific results include:
• Officers can more quickly and accurately go directly to the scene of the shooting • Situational awareness is vastly improved over what is available when relying solely on the 9-1-1 system
• Law enforcement has a better chance of arriving before the shooter has left the scene • Officers are more likely to find evidence in the form of shell casings (which, in conjunction with NIBIN/IBIS, provide valuable investigative leads) and/or other ground truth that can aid in the investigation
• Officers are more likely to find witnesses who may have information that can aid in the investigation
• Community engagement is heightened, which often translates into more information from the community (e.g., tip lines, field interviews, etc.) • Enhanced targeted enforcement (precision policing)
• More court-admissible and scientifically sound forensic evidence is available to strengthen prosecutions of the worst offenders
ShotSpotter also provides invaluable data that can be analyzed to move law enforcement agencies from a reactive to a proactive position. Our gunshot detection solutions have historically helped law enforcement agencies:
• Effectively identify, analyze, and respond to gun crime • Increase casings collection programs (which in conjunction with NIBIN/IBIS, provide valuable investigative leads)
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• Build an extensive casings database to maximize data value:
o Data can be analyzed in conjunction with ShotSpotter data to identify “hot addresses”
o Results inform deployment of resources and targeted investigations • Faster turnaround time for results with NIBIN program can lead to more cases being solved more quickly
ShotSpotter forensic evidence can be a powerful demonstrative tool for a prosecutor at trial. The audio of the gunfire played for the jury during trial and the precise timing and location of the gunfire plotted onto a Google Earth map can be compelling and tangible evidence against a defendant. ShotSpotter forensic evidence has been testified to by our expert witnesses in over 300 prosecutions in criminal courts throughout the United States.
Our goal is not to simply deliver technology, but rather to become a valuable partner. To that end, the SoundThinking Customer Success Team comprises former law enforcement executives who have first-hand experience in successfully deploying and using ShotSpotter.
Our mission is your success: our Customer Success Team will work closely with the Department from the earliest stages of your deployment through the life of the subscription to ensure the Department has full access to our best practices and training components that drive successful outcomes.
We appreciate your consideration of our proposal and are confident that ShotSpotter will help the Department detect gunfire, connect with vulnerable communities, and save lives.
SoundThinking is committed to your success and we look forward to partnering with you to make ShotSpotter a key component of your efforts to address gun crime in the City of Victorville.
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Company History
SoundThinking is a public safety technology company that combines transformative solutions and strategic advisory services for sound decisions, to make neighborhoods safer and improve community confidence. SoundThinking was founded in 1995 (as ShotSpotter, Inc.) and has been providing gunshot detection solutions since its inception. SoundThinking is the world leader in gunshot detection, with over 1,000 square miles operational; more than 14 million incidents reviewed; and 40 issued patents. SoundThinking is a publicly traded corporation (NASDAQ: SSTI) with approximately 300 full-time employees and is headquartered in Fremont, California.
SoundThinking’s SafetySmart Platform
The SafetySmart platform brings together specialized software and objective data to help law enforcement and civic leadership better protect their communities by ensuring the right resources are provided when and where they are needed most. As a trusted partner to many law enforcement agencies, SoundThinking has been both a firsthand witness and participant in the evolution of policing as it faces increasing challenges, such as staffing shortages, aging technologies, and exponential growth in data (as well as the need to access, analyze, and share data). In response to these challenges, SoundThinking has developed our SafetySmart platform that provides a range of tools beyond gunshot detection to help law enforcement agencies operate and collaborate more efficiently.
The SafetySmart platform brings the power of digital transformation to law enforcement.
Together or separately, these data-driven solutions act as a force multiplier and help drive deeper community engagement by delivering better information, enabling better decisions, and driving better outcomes, for more efficient, effective, and equitable policing.
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ShotSpotter Service Overview
How ShotSpotter Works
Based on an analysis of known gunfire-related crimes, the SoundThinking team designs and deploys networked sensors within the targeted coverage area. These acoustic arrays detect and locate gunshot activity within the coverage area and report that information to SoundThinking’s Incident Review Center (IRC) which is staffed 24/7/365. ShotSpotter uses a two-factor incident review process to minimize false alerts. The first tier is performed by sophisticated AI software, to filter out any incidents that do not meet the minimum threshold for human review as potential gunfire incidents (e.g., helicopter noise, fireworks, etc.). The incidents that meet the minimum threshold for human review are then received at our IRC. The IRC review process is performed by a team of highly trained acoustic experts. In addition to examining the incident audio, SoundThinking’s acoustic experts also examine the visual characteristics of the detected pulses and the incident, such as the number of participating sensors, the wave form, pulse alignment, and the direction of sound. The IRC review results in either publishing (Gunshot or Probable Gunshot) or dismissal (Non-Gunshot) of the incident with a high level of precision.
If the reviewer classifies the incident as a gunshot, the reviewer sends an alert, including location information and an audio snippet, to law enforcement agencies via a 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 were involved, and whether high-capacity and/or fully automatic weapons were used. SoundThinking designed this entire process (i.e., recording the impulsive sound, two-factor review, and publishing alerts to authorized users) to be completed in less than 60 seconds (but is often completed within 25 to 30 seconds).
ShotSpotter customers receive a contextually rich, detailed gunfire alert that enables a fast, precise, and safer response to gunfire incidents. In addition, ShotSpotter alerts can also trigger other technology platforms such as cameras that can pan and zoom in the direction of an event.
SoundThinking has successfully interfaced ShotSpotter with a wide range of third-party applications such as CAD, RMS, License Plate Readers, drones, and other applications.
ShotSpotter helps law enforcement agencies by directing resources to the precise location of more than 90% of gunfire incidents. ShotSpotter rapidly notifies first responders of shootings via dispatch centers, in-vehicle computers, and smart phones. Instant alerts enable first responders to aid victims, collect evidence, and identify witnesses. ShotSpotter’s actionable intelligence can then be used to prevent future crimes by positioning law enforcement when and where crime is likely to occur. ShotSpotter gunshot detection and location services are delivered as an easily implemented Software as a Service (SaaS) solution, with no requirement for customer investment in or maintenance of expensive hardware or software. SoundThinking hosts, secures, monitors, and maintains the ShotSpotter infrastructure. Contracts are based on an affordable one-year or multi-year subscription agreement, and the subscription includes unlimited licenses for the proposed SoundThinking applications.
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ShotSpotter Application
The ShotSpotter application is used by Call Takers, Dispatchers, and Patrol Officers in the field.
Real-time notifications of gunfire incidents are delivered to this app and includes the following data:
• Incident location (dot on the map, per the incident latitude and longitude) • Type of gunfire (single round, multiple round)
• Unique identification number
• Date and time of the muzzle blast (trigger time)
• Nearest address of the gunfire location 1
• Number of shots
• District identification
• Beat identification
A SoundThinking analyst may add other contextual information such as the possibility of multiple shooters, high-capacity weapons, full-automatic weapons, and the shooter’s location related to a building (front yard, back yard, street, etc.). The report also includes an audit trail of the time the alert was published, acknowledged, and closed at the customer facility. All notes entered by Call Takers and Dispatchers added to the alert are time- and date-stamped with the operator’s ID. For Patrol Officers, the alert includes an audio snippet of the incident.
1 Based on the reverse geo-verification of the incident latitude and longitude, using commercially available GIS sources such as Google or customer-provided GIS data.
Figure 1. ShotSpotter App in Dispatch View
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Figure 2. ShotSpotter App in Respond View
InSight™
InSight™ enables customers to explore details about prior gunshot incidents in their ShotSpotter coverage area and use the data for investigation and analysis. Crime analysts, investigators, and command staff can view, filter, sort, report, and transform historical gunshot data into meaningful insights, ultimately informing strategies for reducing gun violence.
InSight enables users to find and identify the incidents using an extensive array of filters for date, time, location, keywords, single vs. multiple gunshots, patrol areas, as well as shapes drawn on the map. The shape filters narrow a search for shooting incidents within a radius of a known address, across several blocks, or look for and monitor activity on both sides of a jurisdictional border. Saved reports retain common filter settings for quick retrieval (e.g., “District 4 Gunfire – Last 28 days”).
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Figure 3. InSight App
InSight shows how a shooting event unfolded by watching a shot-by-shot animation that details the location and sequence of each shot. The software also highlights other nearby incidents that may be potentially related based on its relative distance and time of occurrence.
InSight comes with a set of reports that make it easy to share incident data throughout an agency:
• The Investigative Lead Summary report give details of a shooting incident including audio, location, sequence, and timing of each shot fired. This report is often used to share incident audio and details with colleagues, aid investigators with collecting evidence at the scene of a shooting and conducting better interviews of witnesses, suspects, and victims, or attach to a case file.
• The Multi-Incident report provides a summary of shooting incidents broken out by single, multiple, and probable gunshot incidents as well as any non-gunfire incidents if they were included in the search. The summary is followed by details for each incident including the date, time, location, number of rounds, CAD ID, ShotSpotter ID, and other details.
For customized, ad hoc reporting and analysis, InSight can export incident data to other off-the- shelf products such as Microsoft Excel, Tableau, Google Earth, ArcGIS, and other tools.
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ShotCast
ShotCast provides a video summary report of shooting incidents detected by ShotSpotter that can be shared on the internet, social media, broadcast news, and other media outlets.
SoundThinking created ShotCast to help Public Information Officers (PIOs) expedite and simplify the process of informing the public of gunfire incidents in their neighborhoods. ShotCast can improve media coverage of gun violence, and, when incorporated into a broader communication strategy, can help educate the public, increase transparency and awareness about the impact of gun violence, and promote community engagement in public safety.
ShotCast video summaries include the actual gunfire audio and key details of the incident (location, time, and more) presented in a high-quality video format that PIOs can incorporate into various types of news coverage.
Figure 4. ShotCast Video
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Mobile Alerts
The ShotSpotter smartphone
application delivers real-time gunfire
alert data to smart phones and smart
watches, available for use on iPhones
and Android platforms. The ShotSpotter
app displays the gunfire location as a
dot-on-a-map and the data also
includes the number of rounds fired and
access to the incident audio.
Figure 6. ShotSpotter Smartphone App
Figure 5. Smartwatch Notification
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Investigative Lead Summary
The ShotSpotter Investigative Lead Summary (ILS) is an on-demand report that provides useful details about the location, timing, and sequence of each shot fired during an incident. The ILS is very valuable on scene, helping law enforcement find shell casings, confirm witness accounts, and identify suspects. ILS reports are available immediately after an incident occurs through a single click of a button within the mobile, web, or desktop ShotSpotter and InSight applications.
The ILS will fulfill the majority of law enforcement agency needs, particularly in situations where a report is not intended for presentation to court (since the ILS report is electronically produced, it is not court admissible).
Figure 7. ShotSpotter Investigative Lead Summary (ILS)
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Detailed Forensic Reports and Expert Witness Testimony
SoundThinking’s Detailed Forensic Reports (DFR) and Expert Witness Testimony can provide unique trial evidence including audio recordings of shooting incidents. In nearly all the criminal proceedings in which our experts have been called to testify, SoundThinking has produced detailed, round-by-round analysis of the timing and location of the shots fired by one or more weapons. To the best of our knowledge, no other acoustic-based gunshot detection system has been accepted in a court of law as providing this kind of forensic evidence.
ShotSpotter data can be foundational to arrests for firearm offenses and:
• Help identify suspects
• Assist in establishing the precise timeline of shootings and help explain crime scenes • Provide evidence of premeditation or affect claims of self-defense • Corroborate other evidence from the crime scene
• Provide crucial information in officer-involved shooting investigations
Figure 8. ShotSpotter Detailed Forensic Report (DFR)
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SoundThinking data supports detailed forensic analysis of gunfire incidents, including:
• Weapon type (e.g., automatic vs. semi-automatic)
• Number of rounds fired
• Possibility of multiple shooters
Unlike the ILS, the DFR is a court-admissible document prepared by our forensic engineers.
The DFR is intended to be used by attorneys as part of a court case for the exact, verified timing, sequence, and location of each shot fired. Secondarily, DFRs are available for use by law enforcement to obtain search warrants or to investigate Officer Involved Shootings. DFRs are available upon written request, and our goal is to deliver all DFRs within ten business days of the request.
To support prosecutions, audio snippets provide powerful demonstrative evidence to prosecutors and allow jurors to gain a deeper understanding of the victims’ experience of the incident. For prosecutors who wish to have a SoundThinking expert witness testify regarding a DFR, to help interpret and clarify crime scene activity derived from ShotSpotter data, or provide other forensic consultation services, these services are available for an hourly fee.
In 23 states and in the District of Columbia, SoundThinking evidence and SoundThinking expert witness testimony have been successfully admitted in over 300 court cases. ShotSpotter forensic evidence has prevailed in 25 Frye and Daubert challenges throughout the United States.
Notifications API (Optional)
The Notifications API (available as a separately priced option) allows client applications to receive accurate, timely details about ShotSpotter gunfire alerts, including precise latitude and longitude (geolocation), GPS-synchronized timestamps, incident audio, and situational context provided by the 24/7/365 Incident Review Center. Typical interfaces 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 SoundThinking-hosted servers
• Consulting with the Department and third parties to ensure the API operates according to the API specifications
• 24/7 alerts to up to three third-party interfaces
• Supporting the third party and Department as systems are upgraded
Additional API licenses can be purchased in packs of three interfaces.
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ResourceRouter™ (Optional)
ResourceRouter, our subscription-based risk-forecasting and resource management solution is available as a separately priced option.
ResourceRouter supports the Department’s crime reduction and community engagement initiatives and is offered as an extension of ShotSpotter.
ResourceRouter uses data to intelligently place resources, such as patrol officers or community intervention workers, in the right place at the right time to drive crime prevention while fostering positive engagement with the community. ResourceRouter leverages ShotSpotter’s robust reporting platform (ShotSpotter InSight), to deliver near real-time insights into patrol and/or community intervention activity with the ability to overlay real-time gunshot detection information and provide measurable outcomes that can be shared with internal and external partners. In addition to citywide patrol plans for all crime types, for agencies that have deployed ShotSpotter, ResourceRouter can also uniquely provide gun crime forecasts in ShotSpotter coverage zones that far exceed traditional patrol methods in reducing violent crime.
As a result of deploying ResourceRouter, the Department can be more effective and efficient, improving public trust and community safety.
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Onboarding Services
Concurrent with the sensor design and deployment activities, SoundThinking will provide a series of onboarding services to prepare the 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. SoundThinking onboarding services are designed to:
• Ensure successful ShotSpotter service activation (go-live) • Ensure full use of the features and functions available with the ShotSpotter service • Ensure that the 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
SoundThinking has assembled a Customer Success Team of professionals with more than 275 years of combined law enforcement experience. The mission of this team of Consultants, Trainers, and Analysts is to maximize customer success with the ShotSpotter service. This team is available to our customers both pre- and post-production to advise, train, and guide them on the most effective use of the tools and services available with the ShotSpotter solution. The following provides a high-level overview of SoundThinking’s standard Customer Onboarding Services, which will be tailored to support the Department.
Getting Started
Prior to contract execution, a SoundThinking 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. SoundThinking 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, SoundThinking’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. SoundThinking will customize and conduct these sessions for each of the following groups of users involved in the gun violence reduction program in the targeted coverage area:
• Program Management
• Dispatch/Communications
• Field Operations/Patrol
• Investigations
• Prosecution
• Intelligence & Crime Analysis
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 Price Proposal for Victorville, CA
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User Training
SoundThinking 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, SoundThinking will assign a Trainer to the Department to train each group of users on the SoundThinking applications, including ShotSpotter, Dispatch, Administrative Portal, and InSight.
The Trainer will conduct a Training Orientation with the Department’s Program Manager to ensure all users are properly trained on the relevant applications. SoundThinking’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.
This proposal includes training for coverage areas of up to two square miles. If the Department’s training requirements exceed those included with the Small Jurisdiction offering, this training can be provided for an additional fee.
Agency Metrics/KPIs (Key Performance Indicators)
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, the Customer Success Director will be on site to ensure that the transition is smooth, that the established best practices are being implemented as planned, and that user questions are answered quickly. Prior to cutover, SoundThinking’s team will facilitate an introduction to the SoundThinking Support organization to review the support process and introduce the designated Technical Support Engineer to the Department. Following service 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.
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 Price Proposal for Victorville, CA
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Ongoing Customer Support
Customers can use the monthly scorecard in the InSight app to communicate details on system performance and our service, including the number of Gunshot Alerts, Misses, Mislocated Incidents, Misclassified Incidents, and other useful metrics. A designated SoundThinking Technical Support Engineer reviews service requests and reported issues monthly and is available to discuss and address any concerns.
SoundThinking standard customer support includes 24/7 assistance with user accounts, software interface, tools, features, incident (re)classification, and review. Tier 1 Support is provided by our Incident Review Center (IRC). IRC staff have extensive experience with SoundThinking applications and provide real-time support of basic issues, and first level of support for information gathering and triage for advanced troubleshooting by Tier 2 Support.
The Tier 2 Support Team comprises technically advanced, experienced Customer Support professionals who are responsible for advanced levels of troubleshooting and analysis, IT support, mapping issues, etc.
Support Level Tier 1 Support (IRC) Tier 2 Support
(Customer Support)
Features • Login support
• Report a misclassification
• Report a missed incident
• Report a mislocated incident
• Basic audio request
• General/application questions
• Request for ILS
Normal Support:
• Analysis of missed gunshots
• Detailed audio search
• Performance analysis
• Interface issues
Critical Support:
• System outage
Hours of Operation 24/7/365 Normal Support: 5:00 am – 11:00 pm Pacific Time Zone
Escalation: 24/7/365
Customer References
SoundThinking has more than 160 ShotSpotter customers covering over 1,000 square miles.
SoundThinking is the leader in the development and deployment of wide area acoustic gunshot detection and location systems. Today, SoundThinking provides gunshot detection and location services to law enforcement agencies across the country. Among these are:
• Lancaster, CA • Rancho Cordova, CA • Perris, CA
• Pico Rivera, CA • Fresno, CA • Hawaiian Gardens, CA
More information on ShotSpotter’s results can be found here:
Goldsboro, NC: Arrest Made in Attempted Murder
Albuquerque, NM: 179 Gunshot Victims Found with ShotSpotter Bakersfield, CA: 50 Arrests and 37 Guns Seized in First Year with ShotSpotter
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 Price Proposal for Victorville, CA
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Proposed Coverage Areas
ShotSpotter is deployed to provide coverage for one or more specified areas, each bounded by a specific coverage area perimeter. SoundThinking has designed the coverage areas based upon the Department’s requirements and based upon analysis of historical crime data. The areas delineated by a blue boundary in the image below are rough estimates of the proposed coverage areas based on Department’s specifications; please note, the final coverage area may vary. SoundThinking 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.
Figure 9. Proposed ShotSpotter Coverage Areas = 2.77 square miles EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 Price Proposal for Victorville, CA
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Pricing
ShotSpotter is deployed to provide coverage for a specified area. SoundThinking offers our Small Jurisdiction pricing to smaller communities. This pricing includes a one-time Service Initiation and Onboarding fee, as well as a reduced subscription fee for coverage areas of up to two square miles. Additional coverage beyond that is offered at SoundThinking’s standard rates and additional training can be provided for an additional fee, if required.
2.77 mi2 Coverage Area
Description Year
One
Year
Two
Year
Three
Three-
Year
Total
ShotSpotter Annual Subscription Fee
(2.0 mi2): Small Jurisdiction1 $99,000 $99,000 $99,000 $297,000 ShotSpotter Annual Subscription Fee
(0.77 mi2): Standard $57,750 $57,750 $57,750 $173,250
Notifications API License Pack Annual
Subscription Fee2 $9,500 $9,500 $9,500 $28,500
Notifications API License Pack Annual
Subscription Fee Waiver ($9,500) ($9,500) ($9,500) ($28,500) Annual Fee Subtotal $156,750 $156,750 $156,750 $470,250 One-Time Service Initiation and
Onboarding Fee: Small Jurisdiction Included N/A N/A Included One-Time Service Initiation: Standard $7,700 N/A N/A $7,700 ShotSpotter Multi-Year Term Commitment
Waiver3 ($7,700) N/A N/A ($7,700)
One-Time Fee Subtotal $0 $0 $0 $0
Annual Totals $156,750 $156,750 $156,750 $470,250
1The ShotSpotter current annual subscription fee for cities the size of Victorville is $49,500 per square mile. Please note, this rate is available for coverage areas up to a total of two (2) square miles. Any coverage beyond two (2) square miles is offered at SoundThinking’s standard annual subscription rate of $75,000 per square mile, plus a one- time Service Initiation Fee of $10,000 per square mile. 2The Notifications API License is a recurring annual subscription fee of $9,500 per year. Please refer to the API pricing assumptions for details.
3The ShotSpotter multi-year term commitment waiver applies to the Standard One-time Service Initiation fee of $10,000 per square mile. Please refer to the Pricing Assumptions 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.
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 Price Proposal for Victorville, CA
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Payment Terms
Payment for the service initiation, onboarding, and subscription shall be as follows:
Three-Year Payment Terms
• 50% of Year 1 fee due upon execution of agreement $78,375 • 50% of Year 1 fee due upon ShotSpotter service activation (live) status $78,375 • 100% of Year 2 fee due prior to first anniversary of ShotSpotter live status $156,750 • 100% of Year 3 fee due prior to second anniversary of ShotSpotter live status $156,750
General Pricing Assumptions
This pricing is submitted based on the following assumptions:
• Services will be delivered under the terms of the SoundThinking Master Services Agreement and its Exhibits and Addenda, to which this Proposal will be attached as Exhibit A.
• This pricing does not include any state or local taxes; if taxes are applicable, we will be happy to provide an amended quote upon request.
• This proposal and all pricing contained herein remains valid through July 15, 2025.
ShotSpotter Pricing Assumptions
• The Multi-Year Term Commitment waiver will be applied to the one-time Service Initiation fee and is contingent upon SoundThinking receiving a three-year term commitment allowing us to invoice automatically for each annual subscription term over the three years of the agreement, without any requirement for obtaining additional approvals, purchase orders, or notifications.
• The Department will provision network access to meet SoundThinking minimum specifications and requirements for all computers (PCs and MDCs) that will access the ShotSpotter service.
API Pricing Assumptions
• The Notifications API License is a recurring annual subscription fee of $9,500 per year.
The license fee includes up to three interfaces but does not include costs required from other vendors to implement or support the planned interfaces.
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 Copyright © 2024 SoundThinking, Inc. – Confidential
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SOUNDTHINKING MASTER SERVICES AGREEMENT
SoundThinking, Inc.
39300 Civic Center Dr., Ste. 300
Fremont, CA 94538
+1.888.274.6877
[email protected]
www.soundthinking.com
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098
MASTER SERVICES AGREEMENT
Copyright © 2024 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
Contents
1. EXHIBITS ....................................................................................................................................... 1
2. DEFINITIONS ................................................................................................................................ 1
3. SUBSCRIPTION SERVICES ...................................................................................................... 2
4. INITIAL TERM AND RENEWAL ................................................................................................ 4
5. LICENSE, OWNERSHIP, AND DATA RIGHTS ...................................................................... 4
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS .............................................................. 8
7. LIMITED WARRANTIES ............................................................................................................. 9
8. CUSTOMER OBLIGATIONS. ................................................................................................... 11
9. INTELLECTUAL PROPERTY INFRINGEMENT ................................................................... 12
10. INDEMNIFICATION AND LIMITATION OF LIABILITY ....................................................... 13
11. DEFAULT AND TERMINATON; REMEDIES ........................................................................ 13
12. TAXES .......................................................................................................................................... 14
13. NOTICES ...................................................................................................................................... 14
14. FORCE MAJEURE ..................................................................................................................... 14
15. ENTIRE AGREEMENT .............................................................................................................. 14
16. GOVERNING LAW ..................................................................................................................... 14
17. NO WAIVER ................................................................................................................................ 15
18. SEVERABILITY .......................................................................................................................... 15
19. DISPUTE RESOLUTION ........................................................................................................... 15
20. ASSIGNMENT ............................................................................................................................. 15
21. COMPLIANCE WITH LAWS .................................................................................................... 15
22. EQUAL EMPLOYMENT OPPORTUNITY .............................................................................. 15
23. GENERAL PROVISIONS .......................................................................................................... 16 EXHIBIT A – SERVICE LEVEL AGREEMENT .................................................................................. 17
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 1 of 20
Copyright © 2024 SoundThinking, Inc. – Confidential
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This Master Services Agreement (this “Agreement”) is attached as Exhibit B and incorporated as though set forth therein in full to the Consultant/Professional Services Provider Agreement entered into by and between SoundThinking, Inc. (referred to herein as “SoundThinking”), and the City of Victorville, California (hereinafter referred to as “Customer”). SoundThinking and Customer may also be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.
This Agreement and its exhibits provide the terms and conditions for license and use of the ShotSpotter® Gunshot Detection, Location, and Forensic Analysis Services provided under this Agreement on a subscription basis.
In consideration of the Parties’ mutual covenants and promises set forth in this Agreement, the Parties agree as follows:
1. EXHIBITS
The following exhibits (“Exhibits”) 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. Confidential 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 and any subsequent amendments thereto.
D. Data means all data created, generated, modified, compiled, stored, kept , or displayed by SoundThinking in performance of the Subscription Services, including the Software.
E. Reviewed Alerts means the data reviewed by SoundThinking’s incident review staff related to gunfire incidents detected by the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service.
F. ShotSpotter System means the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service provided on a subscription basis under this Agreement.
G. Software means the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service , Reviewed Alerts, ShotSpotter, 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 SoundThinking to Customer subsequent to the execution date of this Agreement, and if purchased by Customer, the SoundThinking API Subscription License.
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Copyright © 2024 SoundThinking, Inc. – Confidential
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H. Subscription Services means the services provided to Customer on a subscription basis to access, and SoundThinking’s maintenance of, the Software.
I. System means collectively the Software and Subscription Services provided under this Agreement.
3. SUBSCRIPTION SERVICES
A. As further defined in SoundThinking’s Proposal ID VCTVLCA100224 attached as Exhibit A (the “SoundThinking Proposal”) to the Consultant/Professional Services Provider Agreement, SoundThinking will install the ShotSpotter System in the Coverage Area specified in the SoundThinking Proposal. SoundThinking will host the Subscription Services and may update the functionality and Software of the Subscription Services from time to time at its sole discretion and in accordance with this Agreement.
B. SoundThinking will be responsible for determining the location(s) for installation of acoustic sensor(s) (the “Sensors”) that detect gunshot-like sounds and obtaining permission from the premises owner/property manager/lessee.
C. The ShotSpotter System acoustic Sensor may use wired, wireless, or cellular wireless communications which necessitates the existence of a real-time data communications channel from each Sensor to the SoundThinking hosted servers via a commercial carrier. The unavailability or deterioration of the quality of such wired, wireless, or wireless cellular communications may impact the ability of SoundThinking to provide the Subscription Services. In such circumstances SoundThinking will use commercially reasonable efforts to obtain alternate wired or wireless cellular communications or adjust the coverage area as necessary. In the event SoundThinking is unable to do so, SoundThinking will terminate the Subscription Services and refund a pro-rata portion of the annual Subscription Services fee to Customer.
D. SoundThinking will provide Customer with user documentation, online help, written or recorded video training material, and other applicable documentation (as available).
E. SoundThinking will provide reasonable efforts to respond via email to requests for support relating to incident classification as defined in the Support Level Matrix provided in Exhibit A to this Agreement.
F. During the term of this Agreement, SoundThinking will provide real-time gunfire analysis and alert services. After an explosive (or impulsive) sound triggers enough SoundThinking Sensors that an incident is detected and located, audio from the incident is sent to the SoundThinking Incident Review Center (IRC) via secure, high-speed network connections for real-time qualification. Within seconds, a SoundThinking professional reviewer analyzes audio data and recordings to confirm gunfire or explosions. The qualified alert is then sent directly to the Customer’s dispatch center, PSAP, mobile/patrol officers, and any other relevant safety or security personnel, as determined by the Customer. SoundThinking’s IRC will review gunfire incidents as further defined in Exhibit 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 SoundThinking; (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 Exhibits.
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 3 of 20
Copyright © 2024 SoundThinking, Inc. – Confidential
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H. SoundThinking will use commercially reasonable efforts to respond to support requests as set forth in the Support Level Matrix provided in Exhibit A. These requests may be made to SoundThinking through one of the following methods: 1) email to [email protected]; 2) Live Chat through our SoundThinking applications: 3) A phone call to our Customer Support organization at 888,274.6877, option 4. These are the only methods SoundThinking will receive and respond to support requests.
A Tier 1 (as defined in the Support Matrix in Exhibit A) SoundThinking Customer Support specialist will be responsible for receiving Customer reports of missed incidents, or errors in the Subscription Services, and, to the extent practicable over email or telephone, making commercially reasonable efforts to assist the Customer in resolving the Customer’s reported problems. In the event the problem cannot be resolved within 24 hours, requiring further research and troubleshooting, SoundThinking will use commercially reasonable efforts to resolve the issue within seventy-two (72) hours of 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 SoundThinking’s control, SoundThinking will work continuously to restore functionality of the Subscription Services in accordance with the standard SoundThinking 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”). SoundThinking provides an on-demand report available through the ShotSpotter 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, and may help law enforcement find shell casings, confirm witness accounts, and streamline investigations. ILS reports are available immediately after an incident occurs via the mobile, web, or desktop ShotSpotter Application. The machine-generated ILS is primarily intended as an investigative aid rather than courtroom evidence. However, SoundThinking does offer Certified Business Records of ILS reports, which may be useful in court for limited purposes, without the need to call a witness.
ii. Detailed Forensic Report (“DFR”). If requested by Customer, SoundThinking will provide a DFR for any SoundThinking-detected incidents, including Reviewed Alerts. The DFR is intended to be a court-admissible document used by attorneys as part of a court case for the exact, verified timing, sequence and location of each shot fired. Secondarily, the DFR is available for use by law enforcement to obtain a search warrant or to investigate an Officer Involved Shooting.
DFRs must be requested in writing and addressed to the SoundThinking Customer Support Department. Requests may be submitted via the Forensics Services page under the Law Enforcement tab on SoundThinking’s website (www.soundthinking.com). SoundThinking will use commercially reasonable efforts to provide a DFR within ten (10) business days of receipt of the request.
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Copyright © 2024 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
J. EXPERT WITNESS SERVICES.
SoundThinking offers reasonable expert witness services, including Reviewed Alerts, for an hourly fee as set forth in the SoundThinking Proposal, as well as reimbursement of all travel and per diem costs. If requested to provide such services, SoundThinking will invoice the Customer for the number of hours expended to prepare for and provide expert witness testimony, and actual travel expenses, upon completion of the services. Customer understands that SoundThinking undertakes to provide individuals whose qualifications are sufficient for such services, but does not warrant that any person or his or her opinion will be accepted by every court. SoundThinking requires at least fourteen (14) days prior notice of such a requirement in writing from the Customer. Customer must include dates, times, specific locations, and a point of contact for SoundThinking personnel.
Due to the nature of legal proceedings, SoundThinking cannot guarantee that its services described in this section shall produce the outcome, legal or otherwise, which Customer desires. Payment for expert witness services described shall be due and payable when services are rendered regardless of the outcome of the proceedings.
4. INITIAL TERM AND RENEWAL
The initial term of the Subscription Services shall be for a period of thirty-six (36) months commencing on the date that the Subscription Services are made available to the Customer via Insight.
The Subscription Services may be renewed for successive periods of one year each (or multiple years as mutually agreed upon in writing by the Parties), in accordance with the following procedure. SoundThinking shall provide Customer with a renewal notice stating the renewal fees, terms , and conditions for the next successive renewal term approximately ninety (90) days prior to the expiration date of the then current term. Customer acknowledges that the Subscription Services fees, terms and conditions, and service levels hereunder are subject to change and that such fees, terms and conditions, and service levels may vary from those applicable to this Agreement in successive renewal terms. Annual Subscription fees following the initial term are subject to increase at a rate of 5% for Customers whose annual subscription fee is less than the current SoundThinking 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, SoundThinking may remove the ShotSpotter System and any components from the Coverage Area at that time. If SoundThinking does not remove the ShotSpotter System 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 the SoundThinking Proposal, 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 SoundThinking and discontinue any use of the Subscription Services and Data.
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Copyright © 2024 SoundThinking, Inc. – Confidential
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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 Subscription Services, including, without limitation, information in Reviewed Alerts accessible through the Service and/or Software.
SoundThinking shall own and have the unrestricted right to use the Data for internal purposes such as research or product development. SoundThinking 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.
SoundThinking 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. SoundThinking 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: (i) the collaboration with other law enforcement agencies for the purposes of investigating and prosecuting crimes detected by the ShotSpotter System; (ii) government or non-governmental entities focused on the support of victims of gun crime in the local community; or (iii) entities focused on local community outreach and/or violence intervention.
B. License and Restrictions.
Software and Subscription Services. The Software is the proprietary product of SoundThinking, licensed to Customer on an annual subscription basis. The ShotSpotter Software may incorporate components supplied to SoundThinking under license by third-party suppliers, and may be protected by United States patent, trade secret, copyright law and international treaty provisions.
All such rights in and to the Software and Subscription Services any part thereof is the property of SoundThinking or, if applicable, its suppliers. All right and title to the SoundThinking computer programs, including, but not limited to related documentation, technology, know-how and processes embodied in or made available to Customer in connection with the Subscription Services, patent rights, copyrights, trade secret rights, trademarks, and services marks remain with SoundThinking. Customer may not make any copies of the written materials or documentation that accompany any component of the Software, or use them, or any other information concerning the Subscription Services that SoundThinking has designated as confidential, for any purpose other than bona fide use of the Subscription Services or Software for in accordance with the terms of this Agreement, nor allow anyone else to do so. Customer shall not: (i) modify, adapt, alter, translate, copy, perform, or display (publicly or otherwise) or create compilations, derivative, new, or other works based, in whole or in part, on the Software, or on the Subscription Services; (ii) merge, EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 6 of 20
Copyright © 2024 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
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.
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 SoundThinking or its suppliers to Customer.
Customer shall not alter, remove or obscure any copyright, patent, trademarks, confidential, proprietary, or restrictive notices or markings on any component of the Subscription Services, Software or any documentation.
Customer acknowledges that the ShotSpotter System has been determined by the United States Department of State to be a controlled commodity, software and/or technology subject to the United States Export Administration Regulations of the U.S. Department of Commerce. Customer is specifically prohibited from the export, or re-export, transfer, consignment, shipment, delivery, downloading, uploading, or transmitting in any form, any ShotSpotter Software, Data, documentation, or any component thereof or underlying information or technology related thereto, to any third party, government, or country for any end uses except in strict compliance with applicable U.S. export controls laws, and only with the express prior written agreement of SoundThinking. In the event that such written agreement is provided, Customer shall be responsible for complying with all applicable export laws and regulations of the United States and destination country, including, but not limited to the United States Export Administration Regulations of the U.S. Department of Commerce, including the sanctions laws administered by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), the U.S. Anti-Boycott regulations, and any applicable laws of Customer’s country. In this respect, no resale, transfer, or re-export of the ShotSpotter System or any ShotSpotter System component exported to Customer pursuant to a license from the U.S. Department of Commerce may be resold, transferred, or reported without prior authorization by the U.S. Government. Customer agrees not to export, re- export or engage in any “deemed export,” or to transfer or deliver, or to disclose or furnish, to any foreign (non- U.S.) government, foreign (non-U.S.) person or third party, or to any U.S. person or entity, any of the ShotSpotter System, or ShotSpotter System components, Data, Software, Services, or any technical data or output data or direct data product thereof, or any service related thereto, in violation of any such restrictions, laws or regulations, or without all necessary registrations, licenses and or approvals. Customer shall bear all expenses relating to any necessary registrations, licenses or approvals.
Use, duplication, or disclosure by applicable U.S. government agencies is subject to restrictions as set forth in in the provisions of DFARS 48 CFR 252.227-7013 or FAR 48 CFR 52.227-14, as applicable.
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In addition to the foregoing, Customer shall not disclose, discuss, download, ship, transfer, deliver, furnish, or otherwise export or re-export any such item(s) to or through: (a) any person or entity on the U.S Department of Commerce Bureau of Industry and Security’s List of Denied Persons or Bureau of Export Administration’s anti-proliferation Entity List; (b) any person on the U.S.
Department of State’s List of Debarred Parties; (c) any person or entity on the U.S. Treasury Department Office of Foreign Asset Control’s List of Specially Designated Nationals and Blocked Persons; or (d) any third party or for any end-use prohibited by law or regulation, as any and all of the same may be amended from time to time, or any successor thereto.
C. Termination.
Customer agrees that its right to use 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 SoundThinking 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 SoundThinking’s intellectual property rights, SoundThinking at its sole discretion may terminate this Agreement immediately upon written notice to Customer. In the event of termination, Customer’s access to the Data and Software will be terminated, and SoundThinking will cease delivering Reviewed Alerts, and disable Customer’s access to the Data. Customer agrees that SoundThinking shall not be liable to Customer nor to any third party for any suspension of the Subscription Services resulting from Customer’s nonpayment of the Subscription Services fees as described in this section.
D. Modification to, or Discontinuation of the Subscription Services.
Upon reasonable notice to Customer, SoundThinking reserves the right at its discretion to modify, temporarily or permanently, the Subscription Services (or any part thereof). In the event that SoundThinking modifies the Subscription Services in a manner which removes or disables a feature or functionality on which Customer materially relies, SoundThinking, at Customer’s request, shall use commercially reasonable efforts to restore such functionality to Customer. In the event that SoundThinking is unable to substantially restore such functionality, Customer shall have the right to terminate the Agreement and receive a pro-rata refund of the annual Subscription Services fees paid under the Agreement for the subscription term in which this Agreement is terminated.
Customer acknowledges that SoundThinking reserves the right to discontinue offering the Subscription Services at the conclusion of Customer’s then current term. Customer agrees that SoundThinking shall not be liable to Customer or to any third party for any modification of the Subscription Services as described in this section.
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E. New Applications.
From time to time, at SoundThinking’s discretion, SoundThinking may release to its customer base, new applications supplemental to the Subscription Services. Customer’s use of such new applications shall be subject to the license, warranty, intellectual property, and support terms of this Agreement. Prior to general release, SoundThinking may request Customer to act as a pre-release test site for new applications, or major upgrades. Provided that Customer agrees in writing to such request, SoundThinking will provide a pre-release package explaining the details and requirements for Customer’s participation.
F. No Use by Third Parties.
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 20 of this Agreement.
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS
A. SoundThinking Privacy Policy.
SoundThinking has structured its technology, processes and policies in such a way as to minimize the risk of privacy infringements from audio surveillance while still delivering important public safety benefits to its customers. These efforts to maintain privacy include the following:
1) SoundThinking will not provide extended audio to customers beyond the audio snippet (1 second of ambient noise prior to a gunshot, the gunshot audio itself, and 1 second after the incident). SoundThinking will vigorously resist any subpoena or court order for extended audio that goes beyond an audio snippet.
2) SoundThinking will not provide a list or database of the precise location of Sensors to police or the public if requested and will challenge any subpoenas for this location data.
B. SoundThinking Confidential Information.
Customer acknowledges 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 SoundThinking, the value of which would be destroyed by disclosure to the public. Use by anyone other than Customer of the Subscription Services, documentation, and Data is prohibited, unless pursuant to a valid assignment under this Agreement. Unless prohibited by applicable law, the terms and conditions of this Agreement, including pricing and payment terms shall also be treated as SoundThinking’s confidential information. Customer shall not disassemble, decompile, or otherwise reverse engineer or attempt to reconstruct, derive, or discover any source code, underlying ideas, algorithms, formulae, routines, file formats, data structures, programming, routines, interoperability interfaces, drawings, or plans from the Software, or any data or information created, compiled, displayed, or accessible through the Subscription Services, in whole or in part.
Customer agrees during the term of this Agreement, and thereafter, to hold the confidential information and proprietary trade secrets of SoundThinking in strict confidence and to not permit any person or entity to obtain access to it except as required for the Customer’s exercise of the EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 9 of 20
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license rights granted under this Agreement and as may be required by law. 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. Customer Confidential Information
During the term of this Agreement or any subsequent renewals, SoundThinking agrees to maintain Customer information designated by the Customer as confidential to which SoundThinking gains access in the performance of its obligations under this Agreement, and not disclose such Customer Confidential Information to any third parties except as may be required by law. SoundThinking agrees that Customer’s Confidential Information shall be used solely for the purpose of performing SoundThinking’s obligations under this Agreement.
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 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
SoundThinking warrants that the Software will function in substantial conformity with the SoundThinking documentation accompanying the Software and Subscription Services. The Software covered under this warranty consists exclusively of the ShotSpotter Software, ShotSpotter Dispatch, and ShotSpotter Insight EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 10 of 20
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applications and user interface made available to the Customer under this Agreement. SoundThinking will provide support services as defined in Exhibit B Service Level Agreement.
A. SoundThinking 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. SoundThinking does not warrant or represent, expressly or implicitly, that any of its Subscription Services or Software will be uninterrupted or error free; or that any SoundThinking-supplied network will remain in operation at all times or under all conditions.
C. 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. SoundThinking cannot control how the Subscription Services are used, and, accordingly, SoundThinking 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.
D. SoundThinking 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 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 SoundThinking-supplied network will remain in operation at all times or under all conditions.
E. SoundThinking expressly disclaims, and does not undertake or assume any duty, obligation, or responsibility for any decisions, actions, reactions, responses, failure to act, or inaction, by Customer as a result of or in reliance on, in whole or in part, any Subscription Services or Reviewed Alerts provided by SoundThinking, or for any consequences or outcomes, including any death, injury, or loss or damage to any property, arising from or caused by any such decisions, actions, reactions, responses, failure to act, or inaction. It shall be the sole and exclusive responsibility of the Customer to determine appropriate decisions, actions, reactions, or responses, including whether or not to dispatch emergency responder resources. The Customer hereby expressly assumes all risks and liability associated with any and all action, reaction, response, and dispatch decisions, and for all consequences and outcomes arising from or caused by any decisions made or not made by the Customer in reliance, in whole or in part, on any Subscription Services provided by SoundThinking, including any death, injury, or loss or damage to any property.
F. Any and all warranties, express or implied, of fitness for high-risk purposes requiring fail-safe performance are hereby expressly disclaimed.
G. 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.
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EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, SOUNDTHINKING MAKES AND
CUSTOMER RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT, QUALITY, SUITABLITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. CUSTOMER OBLIGATIONS.
Customer acknowledges and agrees that SoundThinking’s duties, including warranty obligations, and ability to perform its obligations to Customer under this Agreement shall be predicated and conditioned upon Customer’s timely performance of and compliance with Customer’s obligations hereunder, including, but not limited to:
A. Customer agrees to pay all sums due under this Agreement when they are due pursuant to the payment terms in Exhibit.
Customer’s address for invoicing:
City of Victorville
Attn: City Manager
14343 Civic Center
Victorville, CA 92392
Email: [email protected]
B. Customer agrees to use reasonable efforts to timely perform and comply with all of Customer’s obligations allocated to C ustomer under this Agreement, including providing assistance to SoundThinking, 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 SoundThinking’s express prior written consent.
D. Unless otherwise expressly agreed in advance in writing by SoundThinking, Customer shall not authorize or appoint any contractors, subcontractors, original equipment manufacturers, value added integrators, systems integrators, or other third parties to operate, or have access to any part of the Subscription Services.
E. In order to use the Subscription Services, Customer must have and maintain access to the World Wide Web to enable a secure https connection from the Customer’s workstation(s) to SoundThinking’s hosted services, either directly or through devices that access Web -based content. Customer must also provide all equipment necessary to make such (and maintain such) connection.
F. SoundThinking will assist the Customer in initially setting up passwords and user names for Customer’s employees, agents , or representatives to whom Customer designates access to the Subscription Services (“Authorized Users”). Thereafter, Customer shall be responsible 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 EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 12 of 20
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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
SoundThinking will, at its expense, defend and indemnify Customer from and against losses, suits, damages, liability, and expenses (including reasonable attorney fees) arising out of a claim asserted in a lawsuit or action against the Customer by a third party unrelated to the Customer, in which such third party asserts a claim that the Subscription Services and/or Software, when used in accordance with SoundThinking’s user documentation, infringes any United States patent which was issued by the U.S.
Patent and Trademark Office, or United States copyright which was registered by the U.S. Copyright Office, as of the effective date of Customer’s agreement to license the ShotSpotter System (collectively “Action”), provided that Customer provides SoundThinking with reasonably prompt notice of any such Action, or circumstances of which Customer becomes aware that could reasonably be expected to lead to such Action including but not limited to any cease and desist demands or warnings, and further provided that Customer cooperates with SoundThinking and its defense counsel in the investigation and defense of such Action.
SoundThinking shall have the right to choose counsel to defend such suit and/or action, and to control the settlement (including determining the terms and conditions of settlement) and the defense thereof.
Customer may participate in the defense of such action at its own expense.
This Section 9 shall not apply and SoundThinking shall have no obligation to defend and indemnify Customer in the event the Customer or a third party modifies, alters, substitutes, or supplements any of the Subscription Services, or Software, or to the extent that the claim of infringement arises from or relates to the integration, bundling, merger, or combination of any of the same with other hardware, software, systems, technologies, or components, functions, capabilities, or applications not licensed by SoundThinking as part of the Subscription Services, nor shall it apply to the extent that the claim of infringement arises from or relates to meeting or conforming to any instruction, design, direction, or specification furnished by the Customer, nor to the extent that the Subscription Services or Software are used for or in connection with any purpose, application, or function other than detecting and locating gunshots exclusively through acoustic means.
If, in SoundThinking’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 SoundThinking is or may be obliged to defend under this section, or is determined to infringe the foregoing patents or copyrights of another in a final, non-appealable judgment subject to SoundThinking’s obligations under this section, then SoundThinking may in full and final satisfaction of any and all of its obligations under this section, at its option: (1) procure for Customer the right to continue using the affected Subscription Services or Software, (2) modify or replace such Subscription Services or Software to make it or them non-infringing, or (3) refund to Customer a pro-rata portion of the annual Subscription Services fees paid for the Subscription Services for the term in which the Agreement is terminated.
This Section 9 states the entire liability of SoundThinking and is Customer’s exclusive remedy for or relating to infringement or claims or allegations of infringement of any patent, copyright, or other EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 13 of 20
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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. INDEMNIFICATION AND LIMITATION OF LIABILITY
SoundThinking shall, at its expense, indemnify, defend, save, and hold Customer harmless from any and all claims, lawsuits, or liability, including attorneys' fees and costs, arising out of, in connection with, any loss, damage, or injury to persons or property to the extent of the gross negligence, or wrongful act, error, or omission of SoundThinking, its employees, agents, or subcontractors as a result of SoundThinking’s or any of its employees, agents, or subcontractor’s performance pursuant to this Agreement. SoundThinking shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding the foregoing, if a claim, lawsuit, or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents, or contractors, SoundThinking’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
In no event shall either Party, or any of its affiliates or any of its/their respective directors, officers, members, attorneys, employees, or agents, be liable to the other Party under any legal or equitable theory or claim, for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, indirect, incidental, or consequential damages, each of which is hereby excluded by agreement of the Parties, regardless of whether such damages were foreseeable or whether any Party or any entity has been advised of the possibility of such damages.
Except for its Intellectual Property infringement indemnity obligations under Section 9 of this Agreement, SoundThinking’s cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this Agreement, whether in contract, tort, by way of indemnification or under statute, and regardless of the form of action or legal theory shall not exceed two (2) times the amount paid to SoundThinking under this Agreement, or the amount of insurance maintained by SoundThinking available to cover the loss, whichever is greater. The foregoing limitations shall apply without regard to any failure of essential purpose of any remedies given herein.
11. DEFAULT AND TERMINATON; REMEDIES
Either Party may terminate this Agreement in the event of a material breach of the terms and conditions of this Agreement upon thirty (30) days’ prior written notice to the other Party; provided that the Party alleged to be in breach has not cured such breach within said thirty (30) day period.
In addition to the termination provisions in Section 5.C for failure to pay annual Subscription Services fees, upon the occurrence of a material breach of Customer’s obligations under this Agreement not susceptible to cure as provided in the preceding paragraph, SoundThinking may at its option, effective immediately upon written notice to Customer, terminate this Agreement and Customer’s License to use the Subscription Services and Software.
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12. TAXES
Unless otherwise included as a line item in the SoundThinking Proposal, the fees due under this Agreement exclude any sales, use, value added or similar taxes that may be imposed in connection with this Agreement. Customer agrees that it shall be solely responsible for payment, or reimbursement to SoundThinking as applicable, of all sales, use, value added or similar taxes imposed upon this Agreement by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Customer or SoundThinking. If exempt from such taxes, Customer shall provide to SoundThinking written evidence of such exemption. Customer shall also pay any personal property taxes levied by government agencies based upon Customer’s use or possession of the items acquired or licensed in this Agreement.
13. NOTICES
Any notice or other communication required or permitted to be given under this Agreement shall be in writing delivered to the address set forth in this Agreement by certified mail return receipt; overnight delivery services; or delivered in person. A Party’s address may be changed by written notice to the other Party.
14. FORCE MAJEURE
In no event shall SoundThinking 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 networks, 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 SoundThinking’s reasonable control. At SoundThinking’s option and following notice to Customer, any of the foregoing causes shall be deemed to suspend such obligations of SoundThinking so long as any such cause shall prevent or delay performance, and SoundThinking agrees to make and Customer agrees to accept performance of such obligations whenever such cause has been remedied.
15. ENTIRE AGREEMENT
This Agreement and its Exhibits 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.
16. 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 EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 15 of 20
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17. 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.
18. 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.
19. DISPUTE RESOLUTION
If the Parties disagree as to any matter arising under this Agreement or the relationship and dealings of the Parties hereto, then at the request of either Party, SoundThinking and Customer shall promptly consult with one another and make diligent, good faith efforts to resolve the disagreement by negotiation prior to either Party taking legal action. If such negotiations do not resolve the dispute within sixty (60) days of the initial request, either Party may take appropriate legal action.
20. ASSIGNMENT
This Agreement may not be assigned or transferred by either Party, nor any of the rights granted herein, in whole or in part, by operation of law or otherwise, without the other Party’s express prior written consent, which shall not be unreasonably withheld. Provided, however, that SoundThinking may assign or transfer this Agreement and/or SoundThinking’s rights and obligations hereunder, in whole or in part, in the event of a merger or acquisition of all or substantially all of SoundThinking’s assets. No assignee for the benefit of Customer’s creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff, or any other officer of a court, or other person charged with taking custody of Customer’s assets or business, shall have any right to continue or to assume or to assign these without SoundThinking’s express consent.
21. COMPLIANCE WITH LAWS
During the term of this Agreement SoundThinking will comply with all applicable local, state, and federal laws, statutes and regulations.
22. EQUAL EMPLOYMENT OPPORTUNITY
SoundThinking is committed to equal-employment principles, and the provisions outlined in the Equal Opportunity Clauses of Executive Order 11246, (41 CFR 60- 1.4), section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a)), section 402 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-250.5(a)), and, the Jobs for Veterans Act of 2003, (41 CFR 60-300.5(a)) as well as any other regulations EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 16 of 20
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pertaining to these orders. SoundThinking’s decisions and criteria governing its hiring and employment practices are made in a non-discriminatory manner, without regard to age, race, color, national origin, citizenship status, gender (including pregnancy, childbirth or medical condition related to pregnancy or childbirth), gender identity or expression, sex, religion, creed, physical or mental disability, medical condition, legally protected genetic information, marital status, veteran status, military status, sexual orientation, or any other factor determined to be an unlawful basis for such decisions by federal, state, or local statutes.
23. 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. This Agreement is made for the benefit of the Parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
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EXHIBIT A – SERVICE LEVEL AGREEMENT
ShotSpotter Gunshot Location System
Reviewed Alert Service Levels
Summary
Under the terms and conditions of the ShotSpotter Services Agreement between SoundThinking, Inc. (“SoundThinking”) 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
The ShotSpotter System will detect and accurately locate to within 25 meters of the actual gunshot location 90% of unsuppressed, outdoor gunshots fired inside the contracted coverage area using standard, commercially available rounds greater than .25 caliber.
Reviewed Alerts Service
SoundThinking’s real-time Incident Review Center (IRC) will review at least 90% of all gunfire incidents within 60 seconds. This human review is intended to confirm or change the machine classification of the incident type, and, depending on the reviewer’s confidence level that the incident is or may be gunfire, will result in an alert (“Reviewed Alert”) sent to the Customer’s dispatch center, patrol car mobile data terminals (MDT), and officer smartphones (via the ShotSpotter App), based on the following criteria:
Incident Type Action
High confidence incident is gunfire Reviewed Gunfire Alert, (Single Gunshot “SG” or Multiple Gunshots “MG”) sent to Customer’s
dispatch center, patrol car mobile data terminals
(MDT), and officer smartphones (via the
ShotSpotter App)
Uncertain if incident is gunfire or not Reviewed Probable Gunfire (“PG”) Alert sent to Customer’s dispatch center, patrol car MDTs, and
officer smartphones
Low confidence incident is gunfire No alert will be sent; incident available for Customer review in the incident history available
through Insight
1 See attached “ShotSpotter – Definition of Key Terms” for a complete definition of terms associated with this SLA and further details in the expanded definitions listed below the Summary. The basis for this SLA and performance measurement will be total gunshot incidents as defined by the Definition of Key Terms.
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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 App, and Insight provide the Customer with full and immediate access to incident history including information SoundThinking uses in its internal review process. This information includes, among other things, the initial incident classification and any reclassifications of an incident, incident audio wave forms, and incident audio files. This data access is available as long as the Customer is under active subscription.
Service Availability
The ShotSpotter System2 will be able to detect gunfire and available to users with online access to ShotSpotter data 99.9% of the time, on a 24x7 by 365 day per year basis, excluding: a) scheduled maintenance periods which will be announced to Customer in advance; b) select holi days; and c) third party network outages beyond SoundThinking’s control.
Customer SLA Credits
Each Service Level measurement shall be determined quarterly, the results of which will be reviewed during the periodic account review meetings with Customer. For each calendar quarter that SoundThinking does not meet at least two of the three above standards, a fee reduction representing one free week of service (for the affected Coverage Area) for each missed quarter shall be included during a future Customer renewal.
Service Level Exclusions and Modifications
SoundThinking takes commercially reasonable efforts to maintain Service Levels at all times. However, Service Level performance during New Year’s Eve and Independence Day and the 48-hour periods before and after these holidays, are specifically excluded from Service Level standards. During these excluded periods, because of the large amount of fireworks activity, SoundThinking uses fireworks suppression techniques3.
The SoundThinking sensors send incident information to the SoundThinking cloud via third party cellular, wireless or wired networks. SoundThinking is not responsible for outages on the third-party networks.
2 ShotSpotter Subscription Services includes all database, applications, and communications services hosted by SoundThinking, Inc. at our data center and specifically exclude Customer’s internal network or systems or 3rd party communications networks, e.g. Verizon, AT&T, Sprint/T-Mobile, or Customer’s Internet Service Provider. 3 SoundThinking will put the ShotSpotter System into "fireworks suppression mode" during this period in order to reduce the non-gunfire incidents required for human classification. SoundThjnking 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.
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 19 of 20
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Service Failure Notification
Should SoundThinking identify any condition (disruption, degradation or failure of network, cloud, servers, sensors etc.) that impacts SoundThinking’s ability to meet the Gunshot Detection & Location standard (above), SoundThinking will proactively notify the Customer with: a) a brief explanation of the condition; b) how the Customer’s service is affected; and c) the approximate timeframe for resolution. SoundThinking will also notify the Customer once any such condition is resolved.
Customer Responsibilities
The purpose of the Reviewed Alert service is to provide incident data to the Customer, reviewed, analyzed and classified in the manner described above. However, it is the sole responsibility of the Customer to interpret the data provided, and to determine any appropriate follow-up reaction or response, including whether or not to dispatch emergency responder resources based on a Reviewed Alert. SoundThinking does not assume any obligation, duty or responsibility for reaction, response, or dispatch decisions, which are solely and exclusively the responsibility of Customer, or for the consequences or outcomes of any decisions made or not made by the Customer in reliance, in whole or in part, on any services provided by SoundThinking.
Customer must inform SoundThinking when Verified Incidents of gunfire are missed by the ShotSpotter System in order to properly calculate Performance Rate, as defined below.
Customer is responsible for providing any required workstations, mobile devices and internet access for the Customer’s dispatch center, patrol car MDTs, and officer smartphones, or Insight.
Support Level Matrix
Support Level Tier 1 Support (IRC) Tier 2 Support
(Customer Support)
Features • Login support
• Report a misclassification
• Report a missed incident
• Report a mislocated incident
• Basic audio request
• General/application questions
• Request for ILS
Normal Support:
• Analysis of missed gunshots
• Detailed audio search
• Performance analysis
• Integration issues
Critical Support:
• System outage
Hours of Operation 24x7x365 Normal Support: 5 am – 11 pm Pacific Time Zone
Escalation: 24x7x365
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098 MASTER SERVICES AGREEMENT ǀ Page 20 of 20
Copyright © 2024 SoundThinking, Inc. – Confidential
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ShotSpotter – Definition of Key Terms
The ShotSpotter System will provide data for correct detection and accurate location for ninety percent (90%) of detectable (outdoor, unsuppressed) community gunfire which occurs within a coverage area, the “Coverage Area”, provided the measurement is Statistically Significant, as defined below. This performance rate shall be calculated as a percentage as follows:
𝑃𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒 𝑅𝑎𝑡𝑒 =
𝑁𝑢𝑚𝑏𝑒𝑟𝐴𝑐𝑐𝑢𝑟𝑎𝑡𝑒𝑙𝑦𝐿𝑜𝑐𝑎𝑡𝑒𝑑
(𝑁𝑢𝑚𝑏𝑒𝑟𝐴𝑐𝑐𝑢𝑟𝑎𝑡𝑒𝑙𝑦𝐿𝑜𝑐𝑎𝑡𝑒𝑑 + 𝑁𝑢𝑚𝑏𝑒𝑟𝑁𝑜𝑡𝐷𝑒𝑡𝑒𝑐𝑡𝑒𝑑 + 𝑁𝑢𝑚𝑏𝑒𝑟𝑀𝑖𝑠𝑙𝑜𝑐𝑎𝑡𝑒𝑑) where the “Performance Rate” is a number expressed as a percentage, “NumberAccuratelyLocated” is the number of “Gunfire Incidents” occurring within the Coverage Area during the specified period for which the ShotSpotter System produced an Accurate Location, NumberMislocated is the number of Verified Incidents (a “Verified Incident” is an incident where Customer has physical or other credible evidence that gunfire took place) for which the ShotSpotter System produced an inaccurate location (i.e., a Mislocated Incident), and NumberNotDetected is the number of Verified Incidents for which the ShotSpotter System failed to report a location at all (i.e., Missed Incidents).
An “Accurate Location” shall mean an incident located by the ShotSpotter System to a latitude/longitude coordinate that lies within a 25-meter radius of the confirmed shooter’s location (25 meters = approximately 82 feet). “Detectable Gunfire” incidents are unsuppressed discharges of ballistic firearms which occur fully outdoors in free space (i.e. not in doorways, vestibules, windows, vehicles, etc.) using standard commercially available rounds of caliber greater than .25.
ShotSpotter Review Period is measured as the period commencing when the Incident Review Center (IRC) receives the alert and the first audio download to the time it is published to the customer ShotSpotter System performance is guaranteed after a “Statistically Significant” set of incidents has been detected in accordance with timeframes set forth herein and following DQV and commercial system acceptance. The ShotSpotter System is designed to detect gunfire which is typically well distributed throughout the Coverage Area; however, performance should not be construed to mean that 90% of gunfire fired at any given location within the Coverage Area will be detected and located within the guaranteed accuracy.
The ShotSpotter System is not a “point protection” system and is therefore not designed to consistently detect gunfire at every single location within the Coverage Area, but rather to Accurately Locate 90% of the Detectable Incidents in aggregate throughout the entire Coverage Area. There may be certain locations within the Coverage Area where obstacles and ambient noise impede and/or overshadow the propagation of acoustic energy such that locating the origin at those positions is inconsistent or impossible. The Performance Rate calculation is thus specifically tied to the Community Gunfire across the entire Coverage Area.
Statistically Significant shall be defined as measurements and calculations which shall be performed as follows: (a) Across an entire Coverage Area; (b) Aggregating over a period of at least 30 days under weather conditions seasonally normal for the area; and (c) Provided that the total number of gunfire incidents being counted is equal to or greater than: (i) thirty (30) incidents for systems of up to three (3) square miles of Coverage Area, or (ii) ten (10) incidents multiplied by the number of square miles of Coverage Area for systems where one or more Coverage Areas are three (3) square miles or larger.
EXHIBIT A, SCOPE OF WORK/CONSULTANT'S PROPOSAL, PROJECT ESC25-098