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HomeMy WebLinkAboutAgreement Renewal for Renewal of Sole Source Software and System for Location, Alert and Analysis of Gunfire - ShotSpotter1316 COUNTY -CITY BUILD[NG PHONE 574/ 235-9251 227 W. JEFFERSON BOULEVARD FAX 574/ 235-9171 SOI ITH BEND_ INDIANA 46601-1 930 � fy� CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS February 11, 2020 Ms. Karen Isotalo ShotSpotter, Inc. 7979 Gateway Blvd., Suite 210 Newark, CA 94560 RE: Software Agreement Renewal Dear Ms. Isotalo: The Board of Public Works, at its meeting held on February 11, 2020, approved the above referenced quote for the renewal of sole source software and system for location, alert and analysis of gunfire in the amount of $198,450. Enclosed please find a copy of the quote for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely,. Linda M. Martin, Clerk Enclosure GARY A. GILOT ELIZABETH A. MARADIK THERESE J. DORAU JORDAN V. GATHERS JOSEPH R. MOLNAR ShotSpotter Detect • Protect • Connect 7979 Gateway Blvd., Suite 210 Newark, CA 94560-1156 Phone (888) 274-6877 Fax (650) 887-2106 Quotation For: Chief Scott Ruszkowski South Bend Police Department 701 W Sample Street South Bend, IN 46601 DATE 11 /6/2019 Quotation # S13ENDPD110619 Customer ID South Bend PD Quotation valid until. 2/4/2020 Prepared by: K Isotalo Comments or Special Instructions: Renewal of Annual Subscription Services for January 24, 2020 through January 23, 2021 (4.0 miz of coverage). These services will be delivered according to the terms and conditions contained in the ShotSpotter Service Agreement dated January 24, 2017, which is incorporated herein by reference. SALESPERSON P.O. NUMBER SHIP DATE Layne QUANTITY (miz) DESCRIPTION Renewal of Annual Subscription Services for 4 1/24/2020 through 1/23/2021. SHIP VIA TERMS Electronic Net 30 UNIT PRICE TAXABLE? AMOUNT (per miz) $49,613 a 1' $198,450 SUBTOTAL $198,450 TAX RATE SALES TAX - OTHER - TOTAL $198,450 Please indicate your acceptance of this quote by issuing a Purchase Order referencing the Quotation # above. ShotSpotter will issue an invoice once we receive the PO. (1." If you have any questions concerning this quotation, please contact tlioar of PU]j ks .* Karen Isotalo - Director, Sales Operations at 510-298-8668 or kisotalo@shotspotter.com THANK YOU FOR YOUR BUSINESS! , . . f .m 1 f 4 4 VL ShotSpotter" Detect • Protect • Connect November 6, 2109 Chief Scott Ruszkowski South Bend Police Department 701 W Sample Street South Bend, IN 46601 Dear Chief Ruszkowski: I am pleased to be working with Trish Layne, ShotSpotter's Sales Director — Midwest Region, supporting the subscription renewal process for her customers. Trish will remain your Sales Director and primary contact within our Sales organization. As you may be aware, the Department's current ShotSpotter subscription expires on January 23, 2020. To that end, the attached Quote SBENDPD110619 is for an additional one-year term of the current subscription (January 24, 2020 through January 23, 2021) for the 4.0 square mile coverage area. Since the current rate for the Department's coverage area is well below our current market pricing, the attached quote includes our standard pricing adjustment (a 5% increase over the previous rate). At the end of this term, the renewal rate will include an additional pricing adjustment, so please plan accordingly for the January 24, 2021 through January 23, 2022 subscription term. This price quotation does not include any state or local taxes; please notify me if the price quotation needs to be adjusted for applicable taxes. To reiterate the other recent changes to our pricing, please note the following: • Effective June 1, 2019, we instituted a $799 fee to create a Detailed Forensic Report (DFR) and a $350/hour fee for expert witness testimony or other forensic consultation services from our forensic team (note that the DFR charge will not apply for Officer -Involved Shootings or search warrant requests). • Effective January 1, 2020, our annual Flex Subscription fees will be $70,000 per square mile per year (note that the Department will only have a 5% increase next term). We appreciate the opportunity to support the Department in your efforts to reduce gun violence and build community trust. Should you have any questions regarding the Department's subscription renewal, please feel free to call me at 510-298-8668. Sincerely, i f11t11ALf V111 . Boa d of uw a' Karen Isotalo Director, Sales Operations ShotSpotter, Inc. 7979 Gateway Blvd., Suite 210 Newark, CA 94560 +1 510 794 3100 main +1 888 274 6877 toll free wyx M: A l i fl?t f f m ist putt r Fled" DETECT o PROTECT w CONNECT CITY OF SOUTH BEND 1 2 Proposal to Renew Subscription -Based ShotSpotteFO Flex' Gunfire Location, Alert and Analysis Service. Term: January 24, 2018 through January 23, 2020 for four (4) square miles of coverage. Original Contract dated August 27, 2013 for three (3) square miles and expanded by one (1) square mile on June 17, 2015. The most recent contract extension purchase agreement (SBENDINC01132017) was approved by Board of Public Works on January 24, 2017 for a -subscription service term through January 23, 2018 for four (4) square miles. Customer: City of South Bend, Indiana Proposal ID: SBENDIN09292017 Date: September 29, 2017 Submitted by: Trish Layne, Director— Midwest Region +1.415.254.8292 mobile +1.650.887.2106 fax tlayne@ShotSpotter.com SST, Inc. 7979 Gateway Blvd, Suite 210 Newark, California 94660 +1.888.274.6877 info@ShotSpotter.com www.ShotSpotter.com of p tt r• Fle)( DETECT 9 PROTECT o CONNECT Scope of Services CITY OF SOUTH BEND 1 3 The proposed services will be delivered according to the scope of work contained in the most recent purchase agreement (SBENDINC01132017) executed on January 24, 2017, which is incorporated herein by reference and constitutes an integral part of this agreement. In summary however, the ShotSpotter Flex subscription service includes the following: Coverage Area Details: • Coverage area footprint is determined by customer's needs and requirements. • SST hosts, secures, monitors and maintains all infrastructure. • Qualified, reviewed and analyzed gunfire alerts verified by SST acoustic analysts. • Allocation of Alert Consoles, dispatcher or mobile, is configured at the discretion of the customer. Data Retention: • SST provides seven (7) years of alertlincident history. • Stored gunfire incidents and a complete summary report of gunfire and fireworks activity is available for analysis. • High-level Summary and Basic Incident Reports • Detailed Forensic Reports Support: • Standard customer support includes 24/7 assistance with user account, software interface, tools, features, incident (re)classification and review. • Investigative and consultative support for gunfire incidents, forensic reports, and expert witness services. ShotSpotter Flex DETECT o PROTECT o CONNECT Pricing, Terms and Conditions CITY OF SOUTH BEND 1 4 The following pricing is provided as a firm fixed price quotation. A five percent (5%) cost -of -living adjustment (COLA) has been applied once to the annual subscription rate over the two-year term, as long as the total two-year purchase agreement is paid in full prior to January 24, 2018. Subscription will not automatically renew after January 23, 2020, therefore continued service must be reappropriated before January 24, 2020. Subscription rates for terms after January 23, 2020 are subject to additional cost -of -living adjustments. Subscription Service Renewal (Two -Year Term): Payment Terms Annual Subscription Service for 4 square mile coverage area $189,000.00 Term: 1/24/2018—1/23/2019 Annual Subscription Service for 4 square mile coverage area Term: 1/24/2019—1/2312020 $ 189,000.00 Total Two -Year Subscription Term $ 378,000.00 Payment for the subscription service shall be as follows: $378,000 due prior to the expiration of the current subscription term (January 24, 2018). Detailed Flex Service Agreement The services will be delivered according to the terms of the existing ShotSpotter Flex Service Agreement ("Agreement") executed on January 24, 2017, which is incorporated herein by reference and constitutes an integral part of this proposal. Unless specifically stated otherwise, should there be any conflict between the Agreement and this proposal, the Agreement shall take precedence over the proposal itself. ShotSpotter Fled" DETECT* PROTECT CONNECT Agreement CITY OF SOUTH BEND 1 5 IN WITNESS THEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the date(s) shown below. ShotSpotter, Inc. City of South Bend, Indiana Board of Public Works By: By: (Authorized Signature) (Authoriz jW r Date: 1 Z I(dr l f 7 Date: To whom It may concern: 7 NO 7- T 7nrA7TW; 0 w1de-area "Gunshot Detection, Location, Alert and Analysis Solution" worldwide. This wide -area system uses acoustic sensinj teiViiRlogi IRMitel W jj NjijNj jig joriji, jailiN shots being fired. The sensing is accomplished via multiple networked acoustic sensors deployed over a wid area that communicate registered gunshot and explosion activity back to a central server. There is currently only one gunshot detection and location system available commercially for law enforcement and It Is exclusively offered by SST, Inc. SST, Inc. Is the exclusive provider of ShotSpotter Flex", the cloud -based, subscription managed service offering which Includes warranty, repair, maintenance and support services on all of its systems. We have been Informed that your agency has determined that for such a solution to be beneficial it must have the capabilities listed In this document. SST, Inc. is the only vendor in the world able to deliver these capabilities. Many of these capabilities and techniques are the exclusive intellectual property of SST, Inc.; are patented; and, can only be provided by SST, Inc. and licensed to end users. • Detect a gunshot In a public place and provide the location of the event (address) and geographical coordinates of the event back to your agency through a qualified reviewed alert and plot the event on a map. • Provide a short recording of the event for immediate playback. • Provide the ability to record the event and save all corresponding information in a hosted Microsoft SQL database so it can be forensically examined at a later date with online data retention of 2 years and offline retention of the data for another 5 years. • The system and the associated 24x7x365 incident review service must be able to distinguish between a gunshot and other similar sounds (fireworks, car backfiring, etc.) and classify these events for a web - based display • Acoustic sensors must be certified to withstand harsh wind and other demanding climate conditions thus reducing need for constant maintenance. The system must have a proven track record of performance In a deployment area of equal to or greater than 2 square miles. System must be able to timestamp individual gunshots to 100"' of a second utilizing a GPS clock. System must have the ability to recreate crime scene (provide tocation(s) of where individual shots occurred, the time stamping of when each individual shot was fired within 10D 1h of a second, and the audio recording and acoustic waveform signature of the shot(s)). * The systems data output, Including detailed forensic reports, must be court certifiable with current case law supporting its use as forensic evidence. * Ability to network acoustic sensors together in a Wide Area Network utilizing any/all of the following communication methods (Wireless 900 MHz, Telephone lines, Existing WAN access point, public wireless/cellular carriers). * The system must have a documented proven track record of helping to reduce gun -related crimes, assisting In arrests, assisting in the confiscation of weapons, used as evidence in court and assisting In the prosecution and conviction of criminals, in the areas where the system is deployed. * Interface with networked video surveillance cameras for automated control when an event is detected. * The system must be US Department of Homeland Security (DHS) Safety Act certified and be listed an the DHS Responded Knowledgebase as allowable use for DHS funds. Cono 4N 0 2011, VIT, mV" A[l , 91111 esamvd, Shm5ponur Fkm�, SWSpatwe&, VwS�imleii Guiuhm Lorabon Symm''' Jfld the ShoMpoMer clo jim r2dviniflis W SSII, Inc SSV andSliw5ower or nopeW,iirdUS and El Wide -Area Acoustic Surveillance ShotSpotter Flex'" uses nondescript acoustic sensors deployed over wide areas (e.g., from one to many square miles). Acoustic analytics classify incoming potential incidents as gunfire, explosions, or other loud sounds. The end result is gunfire alerts that include a pinpoint location that reveal Incident severity and situational intelligence. Through Its patented technology' and methods only SST, Inc. can deploy systems requiring a relatively small number of acoustic sensors to achieve a blanket of coverage over wide areas; fewer sensors results in lower procurement and operating costs. Situational Intelligence and Forensic Data ShotSpotter Flex" includes a web -based Incident Alert Console that runs on any standard browser based platform, available in both a desktop and mobile operating modes. incidents are shown as dots on an aerial map Image along with the corresponding street address. Maps can also be viewed in street and oblique aerial views. Audio clips are available to field -based commanders as well as responders. The audio provides invaluabie situational intelligence while en route to a scene, stationary in a command van, moving in patrol vehicles, or airborne in helicopters. The ShotSpotter solution captures and stores a precise timestamp plus GPS coordinate for each detected incident and each round of a multi -round gunfire incident. This level of detail has successfully been used in investigations and courtrooms to exonerate contentious officeNnvolved shootings, corroborate testimony, refute false testimony, and prove the presence of multiple shooters in the absence of physical evidence and/or eyewitnesses. The ShotSpotter solutions offers the following unique forensic and intelligence data that enhance situational awareness, investigations, and prosecutions: • Audio clips of each incident from multiple sources that can be exported as standard MP3 files from each participating sensor for sharing with agents, prosecutors, and presentation in court • Ability to know if the incident involved a single round or multiple rounds of gunfire • Ability to determine if the incident Involved one or multiple shooters • Ability to infer type(s) of firearm(s) involved in gunfire incidents • Details of a shooter's path and rate of movement if multiple rounds are fired on -the -move (e.g., drive - by shooting) Data for Investigative Follow-up, Crime Analysis, CompStat Only SST, Inc. offers persistent storage of detailed Incident Information plus reports and analytics to support CompStat and violence suppression operations. SST, Inc. logs every detected incident and associated data in a database for secure and persistent storage. This data can be mined and analyzed to reveal patterns and trends to successfully drive intelligence -based tactical and strategic operations. Standard reports and an industry standard Structured Query Language (SQL) database feed ongoing intelligence with a comprehensive awareness of what is transpiring within specific areas. This data allows agencies to proactively and effectively apply resources when and where they're most needed; justify specific increases in assets and resources; and save costs. Securely stored incident data is invaluable for forensic purposes to support investigative efforts and fortify prosecution cases, especially when complemented with SST, Inc. acoustic and gunfire specialists providing expert testimony. SST, Inc. is the only company which can aggregate gunfire data from over 70 U.S. cities to develop a national gunfire index to identify national trends of gunfire behavior. ' The most current list of patents is available line at: hIIlBwww.shols gotlpr.a�orz°i�y scents COP, 21315 is V', Y+vti,: "0 rrpfti immi+rH..hvdtlm'amru"F:'W Vrvrua,$pi':nw0.u.a�.,.liRr,�,w�.,,i��napcep�.r �u�dN'n�I�Vw�a�UN 1Wi^ru,.l;1N',march°°.Ci'idthvP'rVimngkrxP.ry+v ogvwoai„uxVdarn1whI r rtl'tiS'E",, VqWSSO I$ Wwr„Sv4iIl1[a� E W11!6anw^,009W I'vdavw Inch^d Nayso wiO i,now eVuwuawvrUfin, A"d Ilm'w•mr,djn Vw�uweou'V, wv HId�10111PWo'�&Wegtuu,aw:P' Nwurepp�ln Wwwaruv'.p., wmm;ndi9 yg�,. F Sole Source Document 2016 Open API for Interfacing with Complementary Systems and Technologies Only SST, Inc. includes a simple and open data networking API for interfacing with video surveillance systems, Common Operating Picture systems, and Computer Aided Dispatch (CAD). Unique Level of Experience and Customer Support The ShotSpotter gunshot location, alert and analysis solution is the only system of its type to be successfully deployed since 1995 to leading law enforcement agencies across the US, as well as by the Federal Bureau of Investigations and other federal entities. ShotSpotter has been reviewed and certified under the US Department of Homeland Security Safety Act and to our knowledge, no other system of this type has been tested and validated by the US Department of Justice. Many of Its customers have directly attributed the following results to the use of ShotSpotter: • Significant reduction of gun related crimes • Significant reduction of overall and random gunfire • Increased number of arrests and gun confiscations • Conviction of criminals with data available from ShotSpotter Conclusion No vendor, other than SST, Inc., possesses the comprehensive, field -proven, and patent -protected product offering, as well as the professional services and support, domain knowledge, expertise, longevity, and customer references. Only SST, Inc. can provide a true wide -area gunshot detection, location, alert and analysis solution, as well as future expansions and ongoing maintenance and support. We have achieved sole source status in every state we operate in. Based on all of the above factors, the overwhelming majority of our customers as well as the Department of Justice and the Department of Defense have been able to proceed with confidence in sole sourcing our wide - area gunshot location solution and support services. We are honored to support your efforts to combat gun related crimes and appreciate the opportunity to serve you. If we can answer any questions or provide additional support information, please let us know. Sincerely, 600t�� Ralph Clark President / CEO ShotSpotter, Inc. Phone:510-794-3158 a slap spotter,cornr u 1d ��G' a ",," Irir A 411,f,s, vet:4 okra+4 Ir?9�w "I 1..a 1r 4 K"r Irrr r"n41 r I1sJ'p4l„cl i9ir :"r sre Irr ,gi,ck 4flef ^a161ra1bu91.e I1 I0I IA a I n I �, rl lemn J r"5`i �, IIn4 M1 �md y,'p' � MI 1 lelhri iDIv4 p PFPr' 1 P, iS( b y o i ed r mir)34 9 mdB. ^,,. AId r44r,e !o Am 12I1M u, 4 Pl r,If t�d,wvir, IIIi(AA, %1dgr,I�t J�1,,,,d,rIIq—..— ir i ShotSpofter Flex"APurchase Agreemen' South Bend Police Department ,L ShotSplotter FLEX ShotSpotter Gunfire Location, Alert and Analysis Service Purchase Agreement for Subscription -Based ShotSpotter Flex"' Gunfire Location, Alert and A`: Service • I # Prepared on January 13,. 2017 for: South Bend Police Department Saul TH D Fr ­/ . ....... .... 0 a Submitted by: mobile: +1.574.400.9155 Corporate Headquarters fax: +1.887.2106 7979 Gateway Blvd, Suite 210 rteachrnr2n@.s,bot ,5p.olter.com Newark, CA 94560 www.sst-inc.com Capyrfetit e) 2017 s5r, One"". A rights resorved.Shat:Sp.tter ShotSpolher!ipecJWOps", giotSpatte&, ShotSponewGuoshatLoahGon Syikivrn- sued the ShOtWtteir IOZG are tradernark's cI Inc'. ss,r and ShOSpottertar.hWagy is protected byane arm.re Issued US. and f"algin patents, with other durnaltic and foreign patents pending, &WiSeafter Flex Contract (iyviiaxi) SSFINIDINC01 13201 P.rlarca ShotSpotter Flex5m Purchase Agreement :A South Bend Police Department FLEX ShotSpotter Gunfire Location, Alert and Analysis Service Pricing, Terms, Conditions The pricing below honors the Department's current annual subscription rate, fixed over the length of the term, which is paid in,full, prior to the expiration of the Department's current subscription. Subscription service rates, after the end of the contract term, are subject to a 5% rate increase at that time. The price as listed herein does not include any state or local sales taxes. Customer is responsible for notifying SST if the price needs to be adjusted for sales taxes. Subscription Service (One -Year Term): 4.0 square mile coverage area (@$ 45,000/square mile) 1/24/2017 - 1/23/2018 $ 180,000 .-._ TOTAL $ 180,000 Payment Terms Payment for the subscription service shall be as follows: Is $180,000 due prior to the expiration of the current subscription term. Accompanying Exhibit An exhibit specifying the item listed below is incorporated herein by reference and constitutes an integral part of this purchase document. Unless specifically so -stated above, should there be any question of precedence between the exhibit and this purchase document, then the exhibit, a single consolidated document shall be superior to the purchase document itself. Items addressed within the consolidated document are: SST Flexs"' Service Agreement C.payrlght 212017 SST, I,IC". All r ghrs res.me f. Shel vpn.tla P.wx ,!5hotSpa¢a0.'tm onxltee", ShaaVlp otter!15peeWoIx" , slotsp alr e .,. Soup otteir Gurr.Orrzt Laeadan Sy term"' and the .'. hotsga.a.r Pv g a ve vadu rarka iaf:.ro15T, IIODa"'",. S!i'ttand VwSp atttr ¢aches WLy is pnroucted by roses ar more N. wed U.S. and fv,.o gn pna Geri, Mth ether avrne.stc and fareiiRn nuatonB p:earndiueg, Sho4owr' Rex C aMy ad (1yrAwn) SRSEhRUNC01132 17.dercx ShotSpotter Flexsm Purchase Agreement L""40j"M ShotSpotter South Bend Police Department FLEX ShotSpotter Gunfire Location, Alert and Analysis Service IN WITNESS THEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the clate(s) shown below. SHOTSPOTTER, INC. By: (Authorized Signature) Name: 15J.S�.449tit, Title: _Va q.. -a .. ............ Date: _,L.Z . . .. ............. . CITY OF SOUTH BEND, IN By; (AutMrjjW6VPWture) 11w. Name: "04rd of 11 Title: Date: Copyright rO 2017 SST, Inc`". All rights reserved, ShotSpotter Flax—, ShotSpotter O.sR.", ShotSpartar Spocialaps"o, ShotSpotter Gunshot Loratfon System" orld the ShotSpotter blip, are ltadernm&i of SST, lnr.". 5ST and ShotSputterterllnology is protected by one or more issued UZ, and foreign patents, wOh other domestic and Foreign patents pending, ShatSpaffer Flex Con"O (1yr4sm) SUENDINC01132017.docx rLoeiTM SST ShotSpofter Services Agreement - Standard Terms, Conditions and Support (Domestic) SST, Inc. (also "ShotSpotter," "we," "us," or "our') and the end -user customer (also ` Customer," "you" or "your") agree to the following Services and Licensc greenient and General Terms and Conditions (hereinafter, "Agreement"). The following Agreement is an essential part of the "Purchase Documents" (which term shall include this Agreement and all executed proposals and purchase orders, together with all attachments and appendices) under which you purchase ShotSpotter Gunshot Location services identified in the Purchase Documents and described herein ("Service"). Your access, or use of any part of the Service (and/or signature on the purchase order and/or agreement) shall constitute your representation that you have read all the terms and conditions of this Agreement, and your acceptance of them as an integral part of the Agreement and your purchase or order of the Service. If you do not agree to be bound by these terms and conditions, do not access or use any part of the Service. tt. E IVIC"l Via. In consideration of the parties' mutual undertakings set forth in the Purchase Documents and in this Agreement, you and we agree as follows: For purposes of this Agreement, the Service shall consist of (i) providing access by the Customer to Reviewed Alerts delivered via a password -protected internet portal ("Alert Console") and user interface supplied by SST (together the Alert Console and interface shall be called the "Software") (h) providing access to historical Reviewed Alerts and incident information via the Software; and (iii) other services as specified in the Purchase Documents. Reviewed Alerts consist of data for gunfire incidents, detected by the ShotSpotter Gunshot Location System and reviewed by a SST incident reviewer employee (see Exhibit A). SST will install or convert the ShotSpotter Gunshot Location System in the coverage area specified in the Purchase Document. SST will host the Service and may update the functionality and Software of the Service from time to time in its sole discretion and in accordance with this Agreement. service, or by issuing a purchase order or signing a purchase agreement, you agree to be bound by the terms and conditions of this license. If you do not agree to be bound by the terms of this License, do not issue or execute a Purchase Document, or use the Service. A. RIGHTS rN DA'1;A All Data created generated, modified, compiled, stored, kept or displayed by SST through the Subscription Service in the course of providing the Subscription Service and related Services to Customer, remains the sole and exclusive property of SST . Subject to subparagraph (ii) below, SST expressly reserves the rights to copy, publish, display, adapt, modify, translate, perform publicly, make works derived from, transfer, sell, offer for sale, and to use any and all Data for any purpose. Notwithstanding the foregoing sentence and although SST owns the Data with respect to the Subscription Service, SST will provide reasonable notice if any Data to be released is specific forensic or law enforcement sensitive incident information — For discussion that may pertain to any active investigation or prosecution. At no time, either in a non-exclusive or exclusive data ownership, does SST release, sell, license, or otherwise distribute the gunfire alert Data to the press or media without the prior express consent, which shall not be unreasonably withheld. If the customer purchases the exclusivity option, then SST will not distribute to any third party any Data related to or generated by ShotSpotter Gunshot Location System in Customer's coverage area, unless in response to a valid order or subpoena issued by a court or other governmental body, or as otherwise required by law. SST expressly reserves the rights to copy, publish, display, adapt, modify, translate, perform publicly, make works derived from, transfer, sell, offer for sale, and to use any and all Data (including, without limitation, Reviewed Alerts) for any purpose, and to authorize, license, and sublicense others to do any or all of the same. B. R 5S I RILL I NS... The Software and Data are our proprietary products, may incorporate components supplied to us under license by third -party suppliers, and may be Except in the circumstances where a system has been protected by United States patent, trade secret, copyright law previously purchased and is being converted, SST shall and international treaty provisions. All such rights in and to retain ownership of, and all rights to, all components of the Software and Data and any part thereof are the property of us ShotSpotter Gunshot Location System, including hardware or oursuppliers. By virtue of this License, you acquire only the components, Software and firmware. Under this Agreement right to use the Software and Data in accordance with this the Customer is only licensing rights to access the incident Agreement, but otherwise acquire no license, title or information detected by the ShotSpotter Gunshot Location ownership rights, express or implied, in or to the Software or System. Data, or any right to use or practice any of our patents, copyrights, trademarks, or trade secrets, all of which rights are 2. LICENSE. The following sets forth the terms and reserved expressly by us or our suppliers. You may not make conditions of your non-exclusive, non -transferable and any copies of the written materials or documentation that terminable license to use the Service and Data (as those accompanied any component of the Software, or use them, or terms are defined herein). any other information concerning the Service that we have This I.,Jeense creates important legal rights and obligations, designated as confidential, for any purpose other than bona so please read it carefully before using the Service. This fide use of the Service or Software for the specific purposes License constitu&es an offer by us to you. By manifesting contemplated herein, nor allow anyone else to do so. You shall electronically your assent to these terms, using the not, without our express written consent, which may be Copyright 0 2015 SST, IncTM All rights reserved. Shospotter Flex', ShotSpotter@, ShotSpotter Gunshot Location System@ and the ShotSpotter logo are trademarks of SST, Incm. SST and ShotSpotter technology is protected by one or more issued U.S. and foreign patents, with other domestic and foreign patents pending. TM '63 Sh1 r Services Agreement — F1 F: L " S�ST Standard Terms. 6ondifinns and Stinnort IDornestir1 withheld or conditioned in our sole discretion: (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 Data, or on the Service; (ii) merge, combine, integrate or bundle the Software or the Data, in whole or in part, with other software, hardware, data, devices, systems, technologies, products, services, functions or capabilities; (iii) transfer, distribute, make available the Service, Data, or Software to any person other than the specific end -user customer identified to SST in the Purchase Documents, sell, resell, sublicense, lease, rent, or loan the Service, Data, or Software, in whole or in part, or (iv) provide use or permit operation of any of the Service, Software or Data by any person other than the original end- user customer designated in the Purchase Documents, nor in or through any application service provider, service bureau, rental or time-sharing arrangement; (v) 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 Data or Software, or any data or information created, compiled, displayed, or accessible through the System, in whole or in part; or (vi) remove, modify or obscure any identification or proprietary or restrictive rights markings or notices from the Data, Software or any component thereof. SST and its licensors retain all ownership of all intellectual property rights in and to all Data, Software, all computer programs, related documentation, technology, knowhow and methods and processes embodied in or made available to you in connection with the Service, including, without limitation, all patent rights, copyrights, trade secret rights, trademarks and service marks. All rights not expressly granted to you herein are reserved by SST. You shall take all reasonable measures to protect SST's intellectual property rights in the Service and Software, including providing assistance and measures as are reasonably requested by SST from time to time. You are hereby placed on notice that alteration or removal of copyright management information (including, without limitation, licensor's name and other identifying information, name of the Service, the terms and conditions of this License, and identifying numbers or symbols) embodied in or associated with the Service is prohibited, because such conduct may cause others to infringe our rights in and to the system, Service and/or Software. You may also not obscure or remove any confidentiality, patent, trademark or copyright notices on any component of the Service, or any documentation. C. TE 1WIlNA rJQN,N , You agree that your right to use the Service, Software and Data will terminate automatically if you violate any of the terms of this License, or fail to timely pay any sums you owe to us or resellers or integrators of our Service, or fail to renew the Service upon expiration of the Service term. In the event of termination, your access to the Data and Software will be terminated, and SST will cease delivering reviewed Alcil's, and dtisi, ble your access to the Data. Customer agrees that SST shall not be liable to Customer nor to any third party for any suspension of the Service resulting from Customer's nonpayment of fees as described in this section. i , & C I] Ip`I %Q l%__TO 0 ,_R DISCONTINVATIOOF I'I II:i S E RV ICE'', SSTreseives the right at anytime and from time to time to modify, temporarily or permanently, the Service (or any part thereof). In the event that: SS`P modifies the Service in a manner which removes or disables a feature or functionality on which Customer materially relies, SST, at Customer's request, shall use commercially reasonable efforts to restore such functionality to Customer. In the event that SST 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 Service fees paid under the Agreement for use of the Service which was paid for by Customer but not yet furnished by SST as of the date of such termination. Customer acknowledges that SST reserves the right to discontinue offering the Service at the conclusion of Customer's then current term. Customer agrees that SST shall not be liable to Customer or to any third party for any modification of the Service as described in this section. L , "If"ER RESTRICTIONS. You acknowledge and agree that the source code and internal structure of the Software, Data and Service, as well as documentation, operations manual and training material are our confidential property, and trade secrets, the value of which would be destroyed by disclosure to the public. Use by anyone other than you of the Service, documentation, and Data is prohibited, unless pursuant to a valid assignment under this Agreement. 3. I�1 iCITVEE ,XCLwUSM1. WARRANTY. Provided that you comply with your obligations under the terms and conditions stated herein, we warrant that the Software (as defined herein) will be free of defects in workmanship which materially impair the functioning of the Service and Software in substantial conformity with the specifications documentation accompanying the Service. The Software covered under this limited exclusive warranty consists exclusively of ShotSpotter Alert Console software and user interface, installed and operated locally on customer's computers and devices supplied by SST for your use by on and in connection with a ShotSpotter System, subject to the terms and conditions of the License between you and us. �EI�I4LLLI;LttLL�E"�E. Asregardsto sonic event review and alert services, subject to the Customer's compliance with its obligations hereunder, and to the disclaimers and limitations set forth in Exhibit A, and in Sections 5(C), 6, 7, 13 and 15 of this Agreement, we agree to provide the service levels set forth in Exhibit A, attached hereto. Gopy69hi @ ygfS SSid 8rr011 All rd hls rmerved. StartSirraGter Flex"®, ShotSpotter@, ShotSpotler Gunshot Location System@ and the ShotSpolter logo are trademarks of SST, Inc' „ SS] and ShdSpolter l'oc'hnok4p is prol"ted by one or Wane issued US. and foreign palenis, with other dorneslic and foreign patents pending. h ,e + v II w ' IM � , i� h , . • � ,. NN IM II ,� 1 • 7tI S 'I"EM (-CINFfiALI1 A"r[QN N ',,S C1 LEVELS. As regards to System configuration, subject to the Customer's compliance with its obligations hereunder, and to the disclaimers and limitations set forth in Exhibit B, and in Sections 5(C), 6, 7,13 and 1,5 of this ,Agreement, we agrm to provide the service levels set forth itr Exhibit B, attached hereto. .'. (Y III R WARRANJY. SST warrants that the Service, Data and Software shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components. The limited exclusive warranties expressly stet forth in this Agreement are the only warranties nxade to you and are provided in lieu of any other warranties (if any) created by any doclunarentation or packaging, or otherwise express or implied. These limited exclusive warranties give you specific legal rights, and you may also have other rights which va ry byjurisdiction. d« 't tlIdtR During the term of the Services, SST will make commercially reasonable efforts to promote Customer's successful utilization of the Service, including but not limited to pro0ding Customer with user guides, online help, online training 'pa esentration, and online training sessions (as available). SST will provide reasonable e.fforts to respond via entail to requests for support relating to incident classification within 8 hours of the, request, reports shall not be generated nor provided to Customer until Customer becomes current with its payment obligations. I,-. M!UJK " r.I" NE.S.a RVIQFr�,. SST offers reasonable expert witness services. The Customer will be responsible for all travel and per diem reimbursement. At the specific request of the customer, SST will provide individual(s) for the purposes of expert witness testimony for any ShotSpotter detected incidents, including Reviewed Alerts, for which the incident information is deemed by the customer to be valuable to the customer's prosecutorial requirements. Customer understands that SST 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. SST 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 SST personnel. Due to the nature of legal proceedings, SST 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. B.:.�ILRIt RE�"+lE"'iA A. I"Ii,RA AND CCII' Il''dLWi"pMEN''. The Service term shall be specified in the Purchase Document and will commence on the date that the Service is available to the Customer via the Alert Console. B. RENEWAL. The Service may be renewed for successive In addition, SST will use commercially -reasonable efforts to periods of one year each, in accordance with the following respond to other support requests within 24 hours of receipt procedure. Not later than thirty (go) days prior to the of the request during the period of 8am to 5 pin i't Onday expiration of the Service term then in effect, Customer shall through Friday. The e-mail support specialist shall he issue a purchase and tender payment in full for the next responsible for receiving Customer reports of Missed annual r erlewal ,(unless otherwise agreed in writing by SST), incidents, or errors in the Service, and, to the extent a;ud the ter as shall be renewed for another year. SST shall practicable over email or telephone, making corntnerci,ally- provide Customer witl°°r renewal fees, tears and conditions reasonable efforts to assist the Customer in resolving the for the next successive renewal terra upon Customer's Customer's reported problerns, In the event the problem request but no later than go days from the expiration date, cannot be resolved telephonically, then SST will use Customer acknowledges that the Service fees,, terms and ccrrrrraieswcially reasoraahle efforts to restore functionality of conditions and service levels hereunder are subject to change the Service to Service specifications within 72 business hours and that such fees, terms and conditions, and service levels of receipt of the report. may vary from those applicable to this Agreement in a . (lt l T : I(', I +�IIQ L" . SST, at the specific request of successive renewal terms. the customer, will produce and provide a reasonable quantity If Customer fails to renew in a timely manner and hence allows of detailed incident forensic reports for any ShotSpotter the Service term to expire then the Service will terminate in detected incidents, including Reviewed Alerts, :if such accordance with Section 2. C. At its discretion, SST array infornaat:ion is dcerned by tine customer to be valuable to tlae remove the ShotSpotter gunshot Location Sysl,em and any customer for investigation follow-up, prosecutorial cerraapoucots from the covenage area at that brine. If SST does requirements, or after action review. not removethe ShotSpotter Gunshot Location Systemfrom the Such reports must be requested a minimum of 5 days in coverage area, Customer may reinstate the Service at a later advance of when needed, and all such requests must be in date by renewing, however Customer will not laaave. access to writing and addressed to the SST Customer Service any Reviewed Alerts that they would have had access to during Department. Customer should expect delivery of these the lapsed period. reports within 5 days after receipt of the request. This benefit sha l l Only be avai lable to Customer if Customer is fully cu rrment with payments due under this Agreement. In the case that Custorner is not current with their payments, then forensic Ccpy69hW 22015 SST, Inc"'M t Bits re Mod, SNASfVWf FW'", S'vetsporNk* UWSpoWa Gunshot 9 xation Sysd�en#) and the SWSpotler bgo are trademarks of SST, Inc" S,5 I arud SIMlrpoWN WX11110 y is US, and fuaorgar btu„eat ,wilt otrrar domestic ar0 fo tgn patents pending. �•a SSTTIM r ShotSpotter Services Agreement - LE Standard Terms, Conditions and Support (Domestic) C. COMM lW RQt . AL CA.➢t l:ER DATA ,%. RVIC . The ShotSpotter Gunshot Location System may use wired, wireless or cellular wireless acoustic sensor communications which necessitates the existence of a real- time data communications channel from each sensor to the hosted servers via a commercial carrier. The unavailability or deterioration of the quality of such wired, wireless or wireless cellular cormunications may impact the ability of SST to provide the Servic.e. In such circu nistances SS'1' will use commercially reasonable efforts to obtain alternate wired or wireless cellular communications or adjust the coverage area as necessary. In the event SST is unable to do so, SST will terminate the Service and refund a pro-rata portion of the annual Service fee to Customer. + .,., 'Yfl 1^RING + I" l - ECl�U, I'iw 1al"4 'I , _IVSubject to the terms and conditions hereof, SST agrees to defend and indemnify Customer (provided it is the actual End -user Customer of the Service) 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 end -user customer by a third party unrelated to the customer, in which such third party asserts a claim that the Service and/or Software, when used in accordance with SST's specifications and for the purposes intended, 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 purchase the ShotSpotter Flex System. Provided, hQNy v , that SST shall have the right to choose courisel to defend such suit: and/or action, and to control the settlement (including determining the terms and conditions of settlement) and the defense thereof, and that Customer shall provide SST with reasonably prompt written notice of any such suit or action, and of any oral, written or other communication or other information or circumstances of which Customer becomes aware that could reasonably be expected to lead to such a suit or ac tioru (including a ny and all cease and desist demands or warnings, and gaffers or invitations to enter license agreements), and shall provide SST all reasonable assistance and information in connection with SST's investigation and defense of any claim of infringement. 4 tur l l ,t r vt c , tr wrt ver, that this section shall not apply and SS17 ,slarrll laArve no olaligat:ion to defend and indemnify Customer in the event the Customer or a reseller, integrator, servic:,o provideer or supplier modifies, alters, substitutes, or supplements any of the Service, 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 SST as part of the Service, 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 Service 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 SST's opinion, the Service, 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 a customer in a lawsuit which SST is or maybe 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 SST's obligations under this section, then SST may in full and final satisfaction of any and all of its obligations under this section, at its option: (x) procure for Customer the right to continue using the affected Service or Software, (2) modify or replace such Service or Software to make it or them non -infringing, or (3) refund to the purchaser a pro-rata portion of the annual Service price paid for the Service System The foregoing section states the entire liability of SST and customer's and its suppliers' exclusive remedy for or relating to infringement or claims or allegations of infringement of any patent, copyright, or other intellectual property rights in or to the system, system 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. 1 '1'� Mlle .;i _: ®..�:-' !! S EXCLUSIVE DISCLAIMERS IMPORTANT, PLEASE READ CAREFULLY To the maximum extent permitted by applicable law, the limited warranties expressly set forth above are exclusive, and in lieu of all other warranties, whether written, oral, express, implied or statutory. There are no warranties that extend beyond those expressly set forth herein, and no prior statements, representations, or course of dealing by any SST representatives shall vary, expand or modify these warranties. To the maximum extent permitted by applicable law, all other representations or warranties, express, implied, or statutory, including without limitation, any warranties of non -infringement, quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or Copayr�ghi ® 2015 SST, Inc" . An mots mswNtd. Sho1511 Itarr Fier 1, Slrol apr9�lre a a, Sleafi°Spotter (ouashol Location Systefr@ and the ShatSpoiter logo are trademarks of SST, Inca°. SS 1 aod SholSpotter technobgy%7 proleclsd by one v inane i mied US. arRd fx rr,�dn p aienl's, Withoilier domestic and 1'nreISn patents pending. ShotSpotter Services Agreement - Standard Terms, Conditions and Support (Domestic) any goods provided incidental to the services provided under this agreement are hereby expressly disclaimed and superseded by the exclusive limited express warranty and disclaimers set forth herein. Without luniting tlxe generality of the foregoing. linitatioxas and disclaimers, while the Service is not designed, sold, or intended to be used to detect, intercept, transmit or record oral or other communications of any kind, SST cannot control how the Service is used, and, accordingly, SST does not warrant or represent, expressly or implicitly, that use of the Service will cornply or conform to the requirern exits of federal, state or local, statutes, ordinances anti laws, or that use of the Service will not violate the privacy rights of third parties. You shall be solely responsible for using the Service in full compliancewith applicable law andthe rights of third persons. Further, regardless of any prior statements, representations, or course of dealings by any SST representatives, we do not warrant or represent, expressly or implicitly, that the Service or its use will: result in the prevention of crime or hostile enemy action, apprehension or conviction of any perpetrator of any crime, military prosecution of any enemy force, or detection or neutralization of any criminal, combatant or threat; 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 SST -supplied network will remain in operation at all times or under all conditions. SST 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 Services or Reviewed Alerts provided by SST, or for any consequences or outcomes, including any death, a 1jury, or loss or damage to any property, arising from or caused by auy 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 Services provided by SST, including any death, Wury, or loss or damage to any property. Any and all warranties, express or implied, of fitness for high risk purposes requiring fail-safe performance are hereby expressly disclaimed. You and we each acknowledge and agree that the Service is not a consumer good, and is not intended for sale to or use by or for personal, family or household use. tl. YOUR KlllLlGA'l"IONS. You acknowledge and agree that SST's duties, including warranty obligations, and ability to perform its obligations to you shall be predicated and conditioned upon your timely performance of and compliance with your obligations hereunder, including, but not limited to: A. You agree to pay all sums due under the purchase agreement or order as and when they are due pursuant to the terms of such agreement or order. Actual access and use of the SST Service shall constitute evidence that the Service is active and the final payment is due. B. You agree to use your best efforts to timely perform and comply with all of your obligations allocated to you in the Purchase Documents and/or other contract documents, including, without limitation, provisions regarding assisting SST in obtaining sensor site permissions from premises owners or lessors, in locations reasonably acceptable to SST, which obligations are incorporated by reference and made a part hereof. Unless the Statement of Work or other contract documents signed by SST allocates such obligations to SST expressly, customer shall be responsible for securing from premises owners or lessors all rights necessary to enter onto their premises to install sensors, and to place, operate and maintain such sensors on such premises. SST's duties, including warranty obligations to you shall be predicated and conditioned upon your timely performance of and compliance with your obligations set forth herein, and in the Purchase Documents. C. You shall not permit any alteration, modification, substitution or supplementation of the SST Service or web portal, or the combining, connection, merging, bundling, or integration of the SST Service or web portal into or with any other system, equipment, hardware, software, technology, function or capability, without our prior written consent. D. Unless otherwise expressly agreed in advance in writing by SST, you shall not resell, transfer, distribute or allow access to the Service or web portal or any portion thereof, to any person other than the specific end -user previously identified to SST in the Purchase Documents, and shall not authorize or appoint any contractors, subcontractors, original equipment manufacturers, value added integrators, systems integrators or other third parties to operate, have access to, or sublicense the Products. Copyffaht Q 20't5 SST, hwm, All rights iowsorwod. Sholl;poftser Flex,',, , S hM$potter7, Shot'slvlter Guns hot Location System@ and the ShotSpotterfogo are trademarks of SST, IncTM, SS r and SholSpofter hxhrobgyis pmtrec,Wd by one or orwre ussued l.R.S, and foreign paleals, with othsef d estic and foreign patents pending. � w ShotSpotter Services Agreement — FLEX Standard Terms, Conditions and Support (Domestic) E. Customer Must Have Internet Access. In order to use the Service; Customer must have or must obtain access to the World Wide Web to enable a secure https connection from the customers work station to SST'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. Passwords and Access. Customer may designate up to the number of users under Customer's account which corresponds to the access required by assigning unique passwords and user names. Customer will be responsible for the confidentiality and use of Customer's password and user names, and agrees that sharing passwords and/or user names with unauthorized users is prohibited. G. You shall comply with all applicable laws, rules and regulations relating to the goods and services provided hereunder. LICENSE. We or our licensors retain all ownership of all intellectual property rights in and to all data, software, computer programs, related documentation, technology, knowhow and processes embodied in or made available to you in connection with the Service, and Software, including, without limitation, all patent rights, copyrights, trade secret rights, trademarks and service marks. Your rights to install and use the Data and Software are limited, and shall be strictly in accordance with the License set forth in Section 2 hereof. Any and all rights not granted expressly in such License are hereby reserved. 10. ;"XP Wr COl'" I C _.r You acknowledge that the ShotSpotter Flex System is the subject of a Commodity Jurisdiction determination by the United States Department of State, and has been determined to be a controlled commodity, software and/or technology subject to the United States Export Administration Regulations of the U.S. Department of Commerce. Accordingly, no part of the Data, Software, ShotSpotter Flex System or any GLS System component thereof may be transferred, consigned, shipped, delivered, received, exported or re-exported, nor may any technical data directly relating to any of the same or the underlying information or technology be disclosed, downloaded, uploaded, transmitted, received, furnished, or otherwise provided, to, by or through any person, government, country, or to any end -user, or for any end - uses, except in compliance with applicable U.S. export oontrol laws administered 1`y the U.S. Goverunaet t, and any other applicable U.S. laws, including the &,inciions 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 your country. In this respect, no resale, transfer, or re-export of any ShotSpotter Flex System exported to you pursuant to a license from the U.S. Department of Commerce maybe 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 end -user, or to any U.S. person or entity, any of the ShotSpotter Flex System, GLS 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. Unless otherwise agreed and so specified in the Purchase Documents, you shall obtain and bear all expenses relating to any necessary determinations, registrations, licenses and/or exemptions with respect to its exportation, re- exportation or "deemed export" of the ShotSpotter Flex System, Data, Software or any GLS System Components or Services, as well as with respect to the disclosure or furnishing of any technical data or other information and services relating to any of the same. In addition to compliance with the foregoing, and without limiting the generality thereof, 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 other end -user 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. li.:t. EROI EC:t'lON' OIL CONFIDENTIA1, JNf_QL1ALA`I ION -Unless either party (the "Receiving Party") obtains prior written consent from the other (the "Disclosing Party"), the Receiving Party agrees that it will not reproduce, use for purposes other than those expressly permitted herein, disclose, sell, license, afford access to, distribute, or disseminate any information: i) obtained from the Disclosing Party in connection with the System purchase, installation or operation, and designated by it from time to time as confidential; ii) the documentation, use and operations manuals; and output data created or compiled by the ShotSpotter Flex System; iii) your use of the ShotSpotter Flex System or technology, your deployment methodology, results, or related facts; iv) the contractual terms and payment terms applicable to the purchase of the ShotSpotter Flex System or technology, except as required by local law (collectively, "Confidential Information") Unless a section of the Purchase Document(s) specifically identifies the identity of Customer as Confidential Information, the fact that Customer is a customer of SST shall not itself be CapAht © 2015 SST, IncTM. All rights reserved. ShotSpotter Flexm, ShotSpotter®, ShotSpotter Gunshot Location System@) and the ShotSpotter logo are trademarks of SST, Inch, SST and ShotSpotter technology is protected by one or more issued U.S. and foreign patents, with other domestic and foreign patents pending. r A. ShotSpotter Services Agreement — Standard "errns, on itions and Support (Domestic) considered Confidential Information, nor shall the name of any city in which the ShortSpotter GI,aS Syste n is deployed be considered confidential information. Recipient's obligations under this section shall not apply to any of Disclr°,sec's Confidential Infor:nadion that Recipient can doc a tnent: (a) was in the public doana,in at or sul)sequent 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 coraaaaaaaniUlted to Recipient by such Discloser; (c.) was developed by ernployees or agents, of,Recipient eac ipient independently of and without reference to any of Discloser's Confidential traforrnatiou; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by Recipient of any of Discloser's Confidential Iufornaation (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 such Recipient; provided, however, such Recipient shall provide prompt prior written notice thereof to such Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure. Receiving Party shall use reasonable controls to 'protect the confidentiality of and restrict access to all such Confidential Inf rrraat on to those persons having a specific need to know the same for purposes expressly authorized herein, and render unreadable prior to discarding, all records containing our Confidential Information. In any event such controls shall not be less protective than those Receiving Party uses to secure and protect its own confidential, but not "Classified" or otherwise Government-legended, information. NII"1"IC S,m Any notice or other communication required or permitted to be given under this Agreement shall be in writing at such party's address or number or at such party's last known .address or number. The parry's addresses inay be changed l.oy written notice to the other party as provided herein. In no event shall SST be liable for any delay or defaultin its performance of array obligation under this or any other agre rnent caused directlyor 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 networles, 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 SST's reasonable control. At SST's option and following notice to Customer, any of the foregoing causes shall be deemed to suspend such obligations of SST so long as any such cause shall prevent or delay performance, and SST agrees to make and Custouaer agrees to accept performance of such obligations whenever such cause has been remedied. 14�. I XAUJ. T:_R � 14"IEDI, :U Upon the occurrence of any default by or breach of your obligations, we may at our option, effective immediately, either: (i) terminate our future obligations under this agreement, terminate your License to use the Service and Software, or (ii) accelerate and declare immediately due and payable all remaining charges for the remainder of the agreement and proceed in any lawful manner to obtain satisfaction of the same. In either case, you shall also be responsible for paying court costs and reasonable attorneys' fees incurred by or on behalf of us, as well as applicable repossession, shipping, repair and refurbishing costs. I.IMI r TlON t)N LUBILM. 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, 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. In any event, except for its IP infringement indemnity obligations under section 6 hereof, SST's cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including, but not limited to, those arising out of or related to this agreement) and regardless of the form of action or legal theory shall not exceed two times the amount paid to SST under this agreement, or the amount of insurance maintained by SST available to cover the loss, whichever is greater. The foregoing limitations shall apply without regard to any failure of essential pu rpose of any remedies given herein. 16. GENERALEROVISIONS. fir, lhCl A Neither SST nor any of its employees is an agent or representative of Customer and the Customer is solely responsible for obtaining any required authorizations from any governmental agency, body or commission and for compliance therewith. I . OM 'LL?, 1C . WITH LAWS AND TAXES., You shall comply with all applicable laws, statutes and regulations relating to the sale, distribution, and use of the Service and the performance of your duties and obligations Cop)nght @ 201 n SST, Inc' M vifrhN reservear. ShotS,po1Wr Fk!xI" , , S'hot faedter U snot Location Systerxa and the ShoiSpotter logo are trademarks of SST, Inc' 8SfrwA SholS tter testa *9y ie par„toctod by one or amm issued U.S. and tore fp patorats„ with either domestic and aora k)n patents pending. hereunder. All prices are r�cltly e of all tariffs, customs duties, imposts, national, federal, provincial, state, and local VA.'1", excise., sales, use and simil'an:• taxes. You will be pay and be responsible for paying any and all such taxes and tariffs, when applicable. ". I [JALOPPUII'I"'[JNEL-YCONT11& It �,.1A ,,. SST is committed to the provisions outlined in the Equal Opportunity Clauses of Executive Order 11246, (41 CFR 6Ca- 1.4); section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a)), section 402 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-250.5(a)), and, the Jobs for Veterans Act of 2003, (41 CFR 60-300.5(a)) as well as any other regulations pertaining to these orders. D. SE—W; 131L[ tT Al l) IN"'I ERP"lit T "'I tON If any provision, in whole or in part, of this Agreement and/or the Purchase Documents of which it is a part is held invalid or unenforceable for any reason, the invalidity shall not affect the validity of the remaining provisions, and there shall be substituted for the invalid prow ssion a valid provision'wh,ich most closely approximates the intent and econctmic effect of the invalid provision. No part or provision shall be interpreted ted in favor or against any party because such party or its counsel drafted the relevant provision. No course of dealing, usage, custom of trade, or communication between the parties shall nnodify or alter any of the rights or obligations of the parties t ies under this Ag,reennent a:ud Purchase Document(s). E.I: rU3S. This Agreement, and the Purchase Document(s) of which it is a part, together with any other exhibits or appendices thereto, constitute the entire understanding between SST and you. No other documents or representations shall be used in interpreting it. Any and all written or oral agreements heretofore existing between the parties are expressly cancelled and/or superseded. Any other document, proposal, specification, statement of work, marketing collateral, or representation which may vary, alter, aanend or supplenacnt these terms and conditions will not be binding unless agreed to in a writing, signed by appropriate representatives ofboth SST and Customer. No modification, variance, amendment or waiver of any part of Agreement or Purchase Document(s) shall be binding upon either party, whether written, oral, or in any other medium, unless made in writing and signed by authorized representatives of both parties. All the parties' rights and duties are material and time is of the esstmce, no waiver of aany rights her eunde rshall be deemed effect iveunless in m itinng exec'utedby dnc, waiving parity; no waiver of either party"s breach of any provision of this Agreement or Purchase. Documents shall constitute a waiver of any prior or subsequent breach of the same or any other provision,, and no failure to exercise, and no delay in exercising, any right(s) hereunder on either party's part shall operate as a waiver of any such right; all of the parties' rights are cumulative; and, no single or partial exercise of any right ti, , Conditions and Support (Domestic) hereunder shall preclude further exercise of such right or any other right. 1,". 1 EI"+ Yl'r AND BUR:DEN,.ASSIGNMENT. Subject to tl:1e following provisions, this Agreement and the Purchase Documents of which they are a part shall be binding upon permitted successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns only. Notwithstanding that the Service and Software, and its output data may be used for law enforcement, military, public safety, and force protection purposes, there are no third party beneficiaries intended to benefit from these general terms and conditions of sale, or the agreement or order of which they are a part. Customer may not assignor transfer this Agreement and the Purchase Documents of which they are a part, or any of the rights granted therein, in whole or in part, by operation of law or otherwise, without SST's express prior written consent. SST may assign or transfer this Agreement and the Purchase Documents and/or SST's rights and obligations hereunder, in whole or in part, to any third party without the necessity of obtaining Customer's consent. No assignee for the benefit of Customer's creditors, custodian, rc,ceaiver, 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 SST's express consent. G, Q"t7ERNlNG LAW AND D�DJSPI I RE LUTI( .. The validity, performance, and construction of this agreement shall be governed by the laws of the laws of the State of Indiana, 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. If the parties disagree as to any matter arising under this Agreement or the relationship and dealings of the parties hereto, then SST and Customer shall promptly consult with one another and make diligent, good faith efforts to resolve the disagreement, by negotiation. Should the dispute not be resolved within a reasonable time after commencement of such negotiations, it shall be mediated before one or more mediators mutually acceptable to both parties. Costs of mediation will be allocated as part of the resolution in mediation, but absent such resolution, shall be paid equally by the parties. If such effort is unsuccessful, any controversy or claim arising out of or relating to this Agreement or the validity or breach of any of the provisions thereof, or the relationship, dealings, rights, and obligations of the parties, or use of the Service, shall be settled by binding arbitration, before three arbitrators, in or as near as possible to South Bend, Indiana, United States of America, or in such other location as the parties may agree, in accordance with the Commercial Rules of the American Arbitration Association in effect on the date of this agreement. Such arbitration shall be conducted before Cogyright ®.dg1d SS"T, Inc". All rlglhls ro er g. Shot$pfterhlrx"�„ iSl�z�d potle�alu yhwal pollen ian+sY t Ra cetion SyMer and the SholSpotter logo are trademarks of SST, IncT . SS F ajYJ Shol aotloi technebgy is prolecle d by one or more isseal US and foreign wftots, with Oki domestic and fcw4n patents pending, r•J SST TM S'a er Services Agreement- W� Standard ermsd�t_�, bon itions and Sup o�rt(Domestic) three arbitrators. The parties acknowledge and agree that this agreement involves a commercial transaction in commerce and that arbitration and award hereunder shall be governed by the federal Arbitration Act. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In addition to any other remedies to which it may be entitled, the prevailing parry shall be entitled to recover its reasonable attorneys' fees and costs (including expert witness fees and costs) incurred in connection with enforcing its rights or defending itself. All parties hereby irrevocably waive any and all rights they may have to a trial by jury in any judicial proceeding involving any claim relating to or arising under this agreement or any other agreement between the parties hereto. Copyright@ 2015 SST, Inc"m. All fights reserved. ShotSpotter FIexm, ShotSpolter@, ShotSpotter Gunshot Localion System@ and the SholSpotterlogo are trademarks of SST, Inc ". SST and ShotSpoller technology is protected by one or more issued U.S. and foreign patents, with other domestic and foreign patents pending. I'L!SST t . Services Agreement Stand'�. li w - - INN M tl Mr Nt 1 tl EXHIBIT A - Reviewed Alert Service Levels 1`lie ShotSpotter Ilex System detects loud impulsive incidents, classifies them :as ,gunfire, fireworks, or other, and sends them to the SST Incident review Center. Wit,l:irr 15 seconds of receiving the incide at: audio download, SST review personnel will begin analysis of the incident, which will include observing sensor audio wave files and listening to sensor audio. The outcome of this review is intended to confirm or change the System's 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 Alert Console, based on the following criteria: Reviewed Alerts are sent to the Customer Alert Console. Information in a Reviewed Alert will include the location of the incident, the reviewer's qualitative assessment of the confidence level that the incident is or may be gunfire, along with other pertinent information and data. Specifically, information provided in a Reviewed Alert may include any or all of the following: • "Dot on the map" and closest parcel address denoting the location of the incident • Qualitative Confidence that the incident is gunfire: High or Uncertain • Qualitative Severity: Single shot, multiple shots, drive by shooting, full automatic • Comments (if any) The majority of incidents will be processed within 45 seconds of the System notifying the SST Incident Review Center of an incident and go% of the incidents will be processed in less than 6o seconds. In the unlikely event that the review center loses connection to the hosting facility or the review center is unable to process the incident within aiaproxaniately 6o seconds for some reason, the system will automatically route unreviewed incidents directly to the customer based on the systems classification of the incident. In the event the reviewed incident data reveals information that will aid in responder situational awareness, SST may (but is not obligated to) include this information as Comments in the Reviewed Alert. During major holidays such as in the case of New Years Eve, Independence Day, and Cinco de Mayo, most communities experience a large increase in firework activity. During these periods, usually at least 48 hours in advance of the holiday, during the holiday and 48 hours following the holiday, SST will put the system into fireworks suppression mode so that the reviewers can focus their response to incidents classified as gunfire. SST will inform the customer prior to the system being placed in fireworks suppression mode and when fireworks suppression mode is disabled. The actual timing of fireworks suppression mode being active is determined by the review center busedon the level of firewor s being discharged. While in fireworks suppression mode, fireworks incident a'terts are not sent to the reviewer nor the customer alert console, however all firework incidents continue to be stored in the data base should any of this information be needed at a later time. Copyilght ® 2015 887, Ia0m Alt rights reserved. ShotSpodter NO ShorSpottorM, ShotSf otter Gunshoq Location SysWrn@ and the ShotSpotter logo are trademarks of SST, Inc"". SST znd SholSpoftr technoixjy is protw,cfe d by one or more issraed US . a5d fomkgn pofei*5, with other d iustic and toreign patents pending. TM rml ShotSpotter Services Agreement— r L10j",SST Standard Terms, Conditions and Support (Domestic) The purpose of the Reviewed Alert Service is to provide incident data to the Customer, reviewed, analyzed and classified in the manner described above, in situations where the analyst's qualitative confidence that an incident is or may be gunfire meets the criteria set forth 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. SST does not undertake 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 SST. The Incidents & Reports Portal provides the Customer with full and immediate access to all incident history including the same information SST 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 enables the Customer to perform its own incident reviews and run various reports. This data access is available as long as the Customer is under active subscription. Copyright© 2015 SST, Inc' . All rights reserved. SholSpolier Flex' SholSpolier(D, SholSpolier Gunshol Location System@ and the ShotSpollerbgo are trademarks of SST, lncl1 SST and SholSpolier technology is protected by one or mote issued U.S. and foreign patents, with other domestic and foreign patents pending. rL 'i; STM�� �. i�ci�i� a�1 w # i i•i iw 1 • EXHIBIT B - System Configuration and Service Levels SST will deploy or have, deployed a ShotSpotter Flcox system over the agreed upon coverage area. The system will be: de sagiaed to detect at least So" of the unsaappressed outdoor gunfire, with a location accuracy to the shooter's deployment within 25 a�Taeters„ after sensor calibration. These performance levels are predicated on the nt of sensors at all such sites, the foregoing performance levels may be compromised. The sensors send incident information to a server in a SST hosting facility via third party cellular, wireless or wired networks. SST is not responsible for outages on the third party networks. SST will be responsible for installation and maintenance of the sensors and cost of the sensor communications to the hosted location server. The hosted server infrastructure (exclusive of communications networks) shall be maintained at 99.9% application availability exclusive of scheduled maintenance that SST will make reasonable efforts to coordinate with the customer. The connection between the reviewer's console and the Customer's Alert Console is secured using a secure message protocol over http connection, where individual messages are encrypted using the same Public Key Infrastructure ("PKI") as a secure VPN connection. Providing local access to the internet for the Alert Console is the responsibility of the Customer, as is providing a work station with access to the internet. The Customer may choose to set up multiple sessions of Alert Consoles as a form of redundancy. Copyaght©20 &S SST, I'nr' ap aigdrYs resrrawa d. ShofSpofter F W" $?*o Sponer@, SlaotSpotter Gunihot Location System@ and the ShotSpotter logo are trademarks of SST, Inc'". SST aaad ShotSpotter techno yr is promscWd by one or more issund US, aod foreign patents, wish oOrer domestic and foreign patents pending. OPINION OF PROGRAM ADMINISTRATOR* THAT MWBE GOAL SETTING UNDER SOUTH BEND MUNICIPAL CODE CHAPTER 14.5 IS NOT REQUIRED Date: Date of Board of Public Works or Other Approving Body (Specify) Meeting: Company or Vendor: City Department: City Project Manager: i Total Expenditure for Contract: ww. Project Name: -. Project Number: Additional Comments: I hereby certify that the above project does not require goal setting under the terms of South Bend's Inclusive Procurement and Contracting Ordinance #10693-19, as codified in Chapter 14.5 Article 2, Section 14.5-3 of the South Bend Municipal Code. Sig titre Michael Patton Program Administrator *Program Administrator means the person designated by and reporting directly to the Mayor to support the City's inclusion, diversity, equity, and access goals. Opinion of Program Administrator Form 701 W. SAMPLE STREET Sou-m BEND, INDIANA 466o1-2890 CITY OF SOUTH BEND JAMES MUELLER, MAYOR PHONE 574/235-9311 FAx 574/288-0268 SOUTH BEND POLICE DEPARTMENT SCOTT A. RUSZKOWSKI, CHIEF OF POLICE Board of Public Works February 4, 2020 City of South Bend, Indiana Honorable Board Members, The South Bend Police Department is requesting Board approval for a one-year renewal of our ShotSpotter gunfire detection system. The current renewal is at a 5% COLA adjustment from the previous renewal, which was part of a two (2) year renewal approved in December of 2017. Our ability to use the software and technology currently in place is reliant on our renewal with ShotSpotter. The current agreement recently expired, and time is of the essence in renewing due to compatibility of equipment. ShotSpotter is a sole source for gunshot detection. The total cost of the renewal is $198,450 and the funding source would be Other Professional Services, 101-0801-421.31-06. Thank you, r u ark.1''oilirlger Director of Logistics & Purchasing South Bend Police Department SERVICE BRAVERY RIDE EDICATION BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 2/3/2020 Name Mark Doll' Department SBPD BPW Date 02/11/20 Phone Extension 7677 �__.m.._�..._-_ Re Aired Prior to Submittal to Board_ Diversity Compliance Officer Name Michael Patton ._. ...__. _..._. �. and Inclusion Officer BPW Attorney ® Attorney Name Clara McDaniels Dept. Attorney Attorney Name Geovanny Martinez Purchasing DanielParker _.Check the A ppr�ial Item " .. ' Professional Services Agreement ❑ Contract Open Market Contract El Amendment/Addendum n Bid Opening F] Bid Award Quote Opening [l Quote Award Proposal Opening C/O & PCA No. Chg. Order, No. Traffic Control mm Other r ed or� All Submissions L j Proposal El Special Purchase, QPA 0 Req. to Advertise E] Reject Bids/Quotes [: PCA [l Resolution 0 Ease./Encroach leS_i"d_Inforat'o_n ❑ Title Sheet Company or Vendor Name ShotSpotter Yes[ If Yes, Approved by Purchasing New Vendor No MBE/WBE Contractor MBE Completed E-Verify Form Attached No Project Name ShotSpotter Project Number _ Funding Source Other Professional Services Account No. 101-0801-421.31-06 Amount $198,450 Terms of Contract........�_.ms-_mm..._.. ................ ...... .__...._.._ Purpose/Description ._ continue utilizing the gunfire Renewal of agreement with ShotSpotter to location, alert and analysis in the designated four mile area of South Bend. This would be a one year renewal of the agreement. ShotSpotter is a sole source pror �ha�r�unfire Qrdersoltion F...__..._�.....-.�, Amount of ❑ Increase $ E] Decrease $_.. ...... .. _ ..... ........_._._... Previous Amount $ Increase % Current Percent of Change: Decrease_ New Amount $ Increa o ......_ Total Percent of Change: Decrease %) Time Extension Amount: New Completion Date: _.......................... ....... ... _................... _ � �_�.._......._......