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AGREEMENT WITH
CITY OF FRESNO, CALIFORNIA
FOR SERVICES
SST, lnc. (also "ShotSpotter") and the City of Fresno, a municipal corporation ("City")
agree to the following Services and License Agreement 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 City purchases the ShotSpotter Gunshot Location services identified in the
Purchase Documents and described herein (altogether, "Service"). City's access, or
use of any part of the Service (and/or signature on the purchase order and/or
agreement) shall constitute City's representation that City has read all the terms and
conditions of this Agreement, and City's acceptance of them as an integral part of the
Agreement and City's purchase or order of the Service. lf City does not agree to be
bound by these terms and conditions, City should not access or use any part of the
Service.
1. SERVICES. ln consideration of the parties' mutual undertakings set forth in the
Purchase Documents and in this Agreement, City and ShotSpotter agree that the
Service shall consist of ShotSpotter performing the following:
(i) Providing City access to Reviewed Alerls 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"). Reviewed Alerts consist of data for gunfire incidents, detected
by the ShotSpotter Gunshot Location System and reviewed by an SST
incident reviewer employee (see Exhibit A);(ii) Providing access to historical Reviewed Alerts and incident information via
the Software; and
(iii) Other services as specified in the Purchase Documents.
SST will install or conveft 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.
Except in the circumstances where a system has been previously purchased and is
being converted, SST shall retain ownership of, and all rights to, all components of the
ShotSpotter Gunshot Location System, including hardware components, Software, and
firmware. Under this Agreement, the City is licensing rights to access the incident
information detected by the ShotSpotter Gunshot Location System.
For the duration of this Agreement, the ShotSpotter Acoustic Sensors placed on City-
owned utility poles and related hardware necessary for performance of the services
described in Exhibit B shall be property of the City of Fresno. Upon termination of this
Agreement, nonperformance resulting in material breach, or failure to renew the terms
of the Agreement, ownership of the sensors and related hardware will reved to
ShotSpotter, lnc. Unless provided for othenruise, ShotSpotter will remove the sensors
from installed locations upon reversion of ownership to ShotSpotter. This term does not
alter the fact that ShotSpotter remains responsible for installation, maintenance and
service of said sensors, according to the terms of the Agreement, for as long as the
Agreement remains in force.
2. LICENSE. The following sets forth the terms and conditions of City's non-
exclusive, non{ransferable and terminable license to use the Service and Data (as
those terms are defined herein).
This License creates important legal rights and obligations, so please read it carefully
before using the Service. This License constitutes an offer by ShotSpotter to City. By
manifesting electronically City's assent to these terms, using the service, or by issuing a
purchase order or signing a purchase agreement, City agrees to be bound by the terms
and conditions of this license. lf City does not agree to be bound by the terms of this
License, City should not issue or execute a Purchase Document, or use the Service.
A. RIGHTS lN DATA. "Gunfire Data" are data, information, and electronic
files created, generated, modified, compiled, displayed, stored or kept in the course of
providing the Service, including, without limitation, information in reviewed alerts
accessible through the Service software, and other data or information accessible,
generated, compiled or displayed through the Service software or system. "City Data"
are Data created, modified, compiled, stored, kept or displayed by City based on
Gunfire Data obtained from SST pursuant to this Agreement. The term "Data", as used
in this Agreement, includes data, information, and electronic files, written reports,
studies, drawings, or other digital, graphic, electronic, chemical or mechanical
representations.
SST shall own and have the unrestricted right to use Gunfire Data for internal purposes
such as research or product development. SST may provide, license or sell Gunfire
Data to third parties (excluding press or media) to be used for research or analytical
purposes, for example, but not by way of limitation, gunshot violence statistics or
studies, and for other law enforcement-related purposes, including, for example, to
create national gunfire indices or priorities.
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SST will not release or disseminate to any person or entity Gunfire Data related to or
consisting of specific forensic or law enforcement incident information that the City
identifies as 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 othen¡vise required by law. SST will not release, sell, license, or otherwise distribute
the Gunfire Data to any press or media without prior express consent of City.
City shall have the unrestricted right to download, make copies of, distribute and use
Gunfire 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. City will not
provide to, license use of, or sell Customer Data or Gunfire Data to any third parties,
which restriction does not include collaborating with other neighboring law enforcement
agencies with regard to investigation and prosecution of specific crimes detected by the
SST systems.
SST consents to City allowing inspection of and disclosing governmental records to the
public upon request, which may include SST data downloaded from the SST system
and placed into the City's CAD system or incorporated into a police report, as required
by the California Public Records Act (Statutes of 1968, Chapter 1473, currenly codified
as California Government Code SS 6250 through 6276.49).
B. RESTRICTIONS. The Software and Data are ShotSpotter's proprietary
products, may incorporate components supplied to shotspotter under license by third-party suppliers, and may be protected by United States (U.S.) patent, trade secret,
copyright law and international treaty provisions. All such rights in and to Software and
Data and any part thereof are the property of ShotSpotter or ShotSpotter's suppliers.
By virtue of this License, City acquires only the right to use the Software and Data in
accordance with this Agreement, but othenruise acquire no license, title or ownership
rights, express or implied, in or to the Software or Data, or any right to use or practice
any of ShotSpotter's patents, copyrights, trademarks, or trade secrets, all of which rights
are reseryed expressly by Shotspotter or ShotSpotter's suppliers. City may not make
any copies of the written materials or documentation that accompanied any component
of the Software, or use them, or any other information concerning the Service that
ShotSpotter has designated as confidential, for any purpose other than bona fide use of
the Service or Software for the specific purposes contemplated herein, nor allow anyone
else to do so.
City shall not, without ShotSpotter's express written consent, which may be withheld or
conditioned in ShotSpotter's sole discretion:
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(i)
( ii)
modify, adapt, alter, translate, copy, perform or display (publicly or
othenruise) or create compilations, derivative, new or other works
based, in whole or in paft, on the software or Data, or on the service;
merge, combine, integrate or bundle the software or the Data, in whole
or in part, with other software, hardware, data, devices, systems,
technologies, products, seryices, functions or capabilities;
transfer, distribute, make available the service, Data, or software to
any person other than the specific end-user city identified to ssr in
the Purchase Documents, sell, resell, sublicense, rease, rent, or loan
the Service, Data, or Software, in whole or in part; or
provide use or permit operation of any of the service, software or Data
by any person other than the original end- user city designated in the
Purchase Documents, nor in or through any application seryice
provider, service bureau, rental or time-sharing arrangement;
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
remove, modify or obscure any identification or proprietary or restrictive
rights markings or notices from the Data, software or any component
thereof.
( iii)
(iv)
(v)
(v¡)
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 City 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 City herein are
reserved by SST. City 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 ssr from time to time.
City is 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 ShotSpotter's rights in
and to the system, Service and/or Software. City agrees it will not obscure or remove
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any confidentiality, patent, trademark, or copyright notices on any component of the
Service, or any documentation.
G. TERMINATION. City agrees that City's right to use the Service, Software,
and Data will terminate automatically if City violates any of the terms of this License, or
fail to timely pay any sums City owes ShotSpotter or resellers or integrators of
ShotSpotter's Seryice, or fail to renew the Service upon expiration of the Service term.
ln the event of termination, City's access to the Data and Software will be terminated,
and SST will cease delivering Reviewed Alerts, and disable City's access to the Data.
City agrees that SST shall not be liable to City nor to any third party for any suspension
of the Service resulting from City's nonpayment of fees as described in this section.
D. MODIFICATION TO OR DISCONTINUATION OF THE SERVICE. SST
reserves the right at any time and from time to time to modify, temporarily or
permanently, the Service (or any part thereof). ln the event that SST modifies the
Service in a manner which removes or disables a feature or functionality on which City
materially relies, SST, at City's request, shall use commercially reasonable efforts to
restore such functionality to City. ln the event that SST is unable to substantially restore
such functionality, City 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 City but not yet furnished by SST as of the date of such
termination. City acknowledges that SST reseryes the right to discontinue offering the
Service at the conclusion of City's then current term. City agrees that SST shall not be
liable to City or to any third party for any modification of the Service as described in this
section.
E. OTHER RESTRIGTIONS. City acknowledges and agrees that the source
code and internal structure of the Software, Data and Service, as well as
documentation, operations manual and training material are ShotSpotter's confidential
propefty, and trade secrets, the value of which would be destroyed by disclosure to the
public. Use by anyone other than City of the Service, documentation, and Data is
prohibited, unless pursuant to a valid assignment under this Agreement.
3. LIMITED EXCLUSIVE WARRANTY. Provided that City complies with City's
obligations under the terms and conditions stated herein, ShotSpotter warrants 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
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City's computers and devices supplied by SST for City's use in connection with a
ShotSpotter System..
A. REVIEWED ALERT SERVICE LEVELS. As regards to sonic event
review and alert services, subject to the City'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, ShotSpotter agrees to provide the service
levels set forth in Exhibit A, attached hereto.
B. SYSTEM CONFIGURATION AND SERVICE LEVELS. As regards to
System configuration, subject to the City'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 15 of this Agreement, ShotSpotter agrees to provide the service levels set forth
in Exhibit B, attached hereto.
C. OTHER WARRANTY. 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 set forth in this Agreement are the only
warranties made to City and are provided in lieu of any other warranties (if any)
created by any documentation or packaging, or otherwise express or implied. These
limited exclusive warranties give City specific legal rights, and City may also have
other rights, which vary by jurisdiction.
4. SST SUPPORT. During the term of the Seruices, SST will make commercially
reasonable efforts to promote City's successful utilization of the Service, including but
not limited to providing City with user guides, online help, online training presentation,
and online training sessions (as available). SST will provide reasonable efforts to
respond via email to requests for support relating to incident classification within 8 hours
of the request.
ln addition, SST will use commercially-reasonable efforts to respond to other support
requests within 24 hours of receipt of the request during the period of Bam to 5 pm
Monday through Friday. The e-mail support specialist shall be responsible for receiving
City reports of missed incidents, or errors in the Service, and, to the extent practicable
over email or telephone, making commercially reasonable efforts to assist City in
resolving City's reported problems. ln the event the problem cannot be resolved
telephonically, then SST will use commercially-reasonable efforts to restore functionality
of the Service to Service specifications within 72 business hours of receipt of the report.
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A. FORENSIC REPORTS. SST, at the specific request of the City, will
produce and provide a reasonable quantity of detailed incident forensic reports for any
ShotSpotter detected incidents, including Reviewed Aleds, if such information is
deemed by City to be valuable to City for investigation follow-up, prosecutorial
requirements, or after action review.
Such reports must be requested a minimum of 5 days in advance of when needed, and
all such requests must be in writing and addressed to the SST Customer Service
Department. City should expect delivery of these reports within S days after receipt of
the request. This benefit shall only be available to City if City is fully current with
payments due under this Agreement. ln the case, that City is not current with their
payments, then forensic reports shall not be generated nor provided to City until City
becomes current with its payment obligations.
B. EXPERT WITNESS SERVICES. SST offers expert witness services
which are offered free of charge. The City will make travel arrangements, and pay for,
the expert's travel, utilizing the standard city per diem and travel reimbursement rates.
At the specific request of the City, SST will provide individual(s) for the purposes of
exped witness testimony for any ShotSpotter detected incidents, including Reviewed
Alerts, for which the incident information is deemed by the City to be valuable to the
City's prosecutorial requirements. City understands that SST undertakes to provide
individuals whose qualifications are sufficient for such seryices, but does not warrant
that any person or his or her opinion will be accepted by every court. SST requires at
least 14 days' prior notice of such a requirement in writing from the City. City 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 othen¡yise, which City desires.
5. TERM, RENEWAL
A. TERM AND COMMENCEMENT. The Service term shall be specified in
the Purchase Document and will commence on the date that the Service is available to
City via the Alert Console.
B. RENEWAL. The Service may be renewed for successive periods of one
year each, in accordance with the following procedure. Not later than 30 days prior to
the expiration of the Service term then in effect, City shall issue a purchase order and
tender payment in full for the next annual renewal (unless othenruise agreed in writing by
SST), and the term shall be renewed for another year. SST shall provide City with
renewal fees, terms, and conditions for the next successive renewal term upon City's
request but no later than 90 days from the expiration date. City acknowledges that the
Service fees, terms, conditions, and service levels hereunder are subject to change and
that such fees, terms and conditions, and seryice levels may vary from those applicable
to this Agreement in successive renewal terms.
lf City fails to renew in a timely manner and hence allows the Service term to expire
then the Service will terminate in accordance with Section 2(C). At its discretion, SST
may remove the ShotSpotter Gunshot Location System and any components from the
coverage area at that time. lf SST does not remove the ShotSpotter Gunshot Location
System from the coverage area, City may reinstate the Service at a later date by
renewing, however City will not have access to any Reviewed Alerts that they would
have had access to during the lapsed period.
C. COMMERCIAL CARRIER DATA SERVICES. The ShotSpotter Gunshot
Location System may use wired, wireless, or cellular wireless acoustic sensor
communications, which necessitates the existence of a real{ime data communications
channel from each sensor to the hosted seryers via a commercial carrier. The
unavailability or deterioration of the quality of such wired, wireless, or wireless cellular
communications may impact the ability of SST to provide the Service. ln such
circumstances, SST will use commercially reasonable efforts to obtain alternate wired or
wireless cellular communications or adjust the coverage area as necessary. ln 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 City.
6. lP INFRINGEMENT ' EXCLUSIVE REMEDY. Subject to the terms and
conditions hereof, SST agrees to defend and indemnify City (provided it is the actual
End-user City 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 City by a third party unrelated to the City, in which
such third party assefts a claim that the Service and/or Software, when used in
accordance with SST's specifications and for the purposes intended, infringes any U.S.
patent which was issued by the U.S. Patent and Trademark Office, or U.S. copyright
which was registered by the U.S. Copyright Office, as of the effective date of City's
agreement to purchase the ShotSpotter Flex System.
Provided, however, that SST 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, and that City 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 City becomes
aware that could reasonably be expected to lead to such a suit or action (including any
and all cease and desist demands or warnings, and offers 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.
Further provided, however, that this section shall not apply and SST shall have no
obligation to defend and indemnify City in the event the City or a reseller, integrator,
service provider 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 pañ 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 City, 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.
lf, 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 City in a
lawsuit which SST 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 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: (1) procure
for City 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 City'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.
7. LIM|TED WARRANTIES EXCLUSIVE; DISCLAIMERS TMPORTANT; 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
othenruise of any services or any goods provided incidental to the services provided
I
under this agreement are hereby expressly disclaimed and superseded by the exclusive
limited express warranty and disclaimers set forth herein.
Without limiting the generality of the foregoing limitations 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 comply or conform to the requirements of federal, state or local
statutes, ordinances and laws, or that use of the Service will not violate the privacy
rights of third parties. City shall be solely responsible for using the Service in full
compliance with applicable law and the rights of third persons.
Further, regardless of any prior statements, representations, or course of dealings by
any SST representatives, ShotSpotter does not warrant or present, 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 City 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,
injury, or loss or damage to any property, arising from or caused by any such decisions,
actions, reactions, responses, failure to act, or inaction. lt shall be the sole and
exclusive responsibility of the City to determine appropriate decisions, actions,
reactions, or responses, including whether or not to dispatch emergency responder
resources. City 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 City in
reliance, in whole or in part, on any Services provided by SST, including any death,
injury, or loss or damage to any properly.
Any and all warranties, express or implied, of fitness for high risk purposes requiring fail-
safe performance are hereby expressly disclaimed. City and ShotSpotter 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.
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8. CITY'S OBLIGATIONS. City acknowledges and agrees that SST's duties,
including warranty obligations, and ability to perform its obligations to City, shall be
predicated and conditioned upon City's timely performance of and compliance with
City's obligations hereunder, including, but not limited to:
A. City agrees 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. Non-Allocation. The effectiveness of this contract is contingent upon the
City receiving the CalGRlP 2014 Grant award all three years. The City is committed to
the CalGRlP Grant Program forthe entire funding cycle commencing January 1,2015,
and ending December 31, 2017. CalGRlP Grant Funding is dependent upon
satisfactory performance of the City and availability of State funding. SST understands
and agrees that the availability of funds is subject to City receiving awards of funds from
state and federal agencies. Should grant awards funding this Agreement be
encumbered, withdrawn, or othen¡uise made unavailable to City, whether earned by or
promised to SST, or should City in any fiscal year fail to allocate said funds to this
Agreement, City shall not provide said funds unless and until they are made available
for payment to City and City received and allocates said funds. No other funds owned
or controlled by City shall be obligated under this Agreement. City shall provide
immediate notification to ShotSpotter if such grant awards are encumbered, withdrawn,
or othenruise made unavailable to City, or should City in any fiscal year fail to allocate
said funds to this Agreement, at which time City shall release ShotSpotter from all
obligations under this Agreement.
C. City agrees to use its best efforts to timely perform and comply with all
obligations allocated to City in the Purchase Documents andior 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, City shall be responsible for facilitating
SST in obtaining 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 City shall be predicated
and conditioned upon City's timely performance of and compliance with City's
obligations set forth herein, and in the Purchase Documents.
D. City shall not permit any alteration, modification, substitution, or
supplementation of the SST Service or web portal, or the combining, connection,
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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
ShotSpotter's prior written consent.
E. Unless othenryise expressly agreed in advance in writing by SST, City
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.
F. City Must Have lnternet Access. ln order to use the Service, City must
have or must obtain access to the World Wide Web to enable a secure https connection
from the City's workstation to SST's hosted services, either directly or through devices
that access Web-based content. City must also provide all equipment necessary to
make such (and maintain such) connection.
G. Passwords and Access. City may designate up to the number of users
under City's account, which corresponds to the access required by assigning unique
passwords and user names. City will be responsible for the confidentiality and use of
City's password and user names, and agrees that sharing passwords and/or user
names with unauthorized users is prohibited.
H. City shall comply with all applicable laws, rules, and regulations relating to
the goods and services provided hereunder.
9. INTELLECTUAL PROPERTY RIGHTS; LIMITED LICENSE. ShotSpotter and
ShotSpotter's 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 City in connection with the Service, and
Software, including, without limitation, all patent rights, copyrights, trade secret rights,
trademarks, and service marks. City's 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. EXPORT CONTROL. City acknowledge that the ShotSpotter Flex System is the
subject of a Commodity Jurisdiction determination by the U.S. State Department, and
has been determined to be a controlled commodity, software and/or technology subject
to the U.S, 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,
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uploaded, transmitted, received, furnished, or othenruise provided, to, by or through any
person, government, country, or to any end-user, or for any end users, except in
compliance with applicable U.S. export control laws administered by the U.S.
Government, and any other applicable U.S. laws, including the sanctions laws
administered by the U.S. Department of Treasury, Office of Foreign Assets Control
(OFAC), the U.S. Anti-Boycott regulations, and any applicable laws of the United States.
ln this respect, no resale, transfer, or re-export of any ShotSpotter Flex System
exported to City pursuant to a license from the U.S. Department of Commerce may be
control laws administered by the U.S. Government, and any other applicable U.S. laws,
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 City's country. ln this respect, no resale, transfer, or re-export of any
ShotSpotter Flex System exported to City 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. City 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 othenruise agreed
and so specified in the Purchase Documents, City 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.
ln addition to compliance with the foregoing, and without limiting the generality thereof,
City shall not disclose, discuss, download, ship, transfer, deliver, furnish, or othenruise
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 lndustry 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.
11. PROTECTION OF CONFIDENTIAL INFORMATION. Unless either party (the
"Receiving Party") obtains prior written consent from the other (the "Disclosing Party"),
13
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:
i) Any information 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) Documentation, use and operations manuals, or output data created or
compiled by the ShotSpotter Flex System;
iii) City's use of the ShotSpotter Flex System or technology, deployment
methodology, results, or related facts;
iv) Contractual terms and payment terms applicable to the purchase of the
ShotSpotter Flex System or technology, except as required by local law
(collectively, "Confidential lnformation").
Unless a section of the Purchase Document(s) specifies that City's identity is
Confidential lnformation, the fact that City is a customer of SST shall not itself be
considered Confidential lnformation, nor shall the name of any city in which the
ShotSpotter GLS System is deployed be considered confidential information.
Recipient's obligations under this section shall not apply to any of Discloser,s
Confidential lnformation that:
(a) was in the public domain at or subsequent to the time such Confidential
lnformation 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 lnformation was communicated to
Recipient by such Discloser;
(c) was developed by employees or agents of Recipient independenfly of and
without reference to any of Discloser's Confidential lnformation; 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 lnformation:
(a) in response to a valid order by a court or other governmental body;
(b) as othenruise 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 othenruise prevent such
disclosure. Receiving Party shall use reasonable controls to protect the confidentiality
14
of and restrict access to all such Confidential lnformation 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 Confidential lnformation. ln any
event such controls shall not be less protective than those Receiving Party uses to
secure and protect its own confidential information.
12. FORCE MAJEURE. ln no event shall SST be liable for any delay or default in its
performance of any obligation under this or any other agreement caused directly or
indirectly by an act or omission of City, 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 SST's reasonable control. At SST's option and
following notice to City, 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 City agrees to accept performance of such obligations
whenever such cause has been remedied.
13. DEFAULT; REMEDIES. Upon the breach of City's obligations, ShotSpotter may
either: (i) terminate ShotSpotter's future obligations under this agreement, and terminate
City's 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. ln either case,
City 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.
14. LIMITATIONS ON LIABILITY. ln 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 pafty
or any entity has been advised of the possibility of such damages.
15
ln any event, except for its lP 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 purpose of
any remedies given herein.
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15.GENERAL PROVISIONS.
A. FINANCIAL REPORTING, AUDITING AND DOCUMENT RETENTION.
SST. shall maintain accurate, complete, orderly and separate records for the gun shot
detection services. Records of SST expenses pertaining to the gun shot detection
services shall be kept on a generally recognized accounting basis. All records shall be
available to the City, Bureau of State and Community Corrections (BSCC), or their
authorized representatives upon request during regular business hours throughout the
life of this Agreement and for a period of three years after final payment or, if longer, for
any period required by law or the Grant. ln addition, all books, documents, papers, and
records of SST pertaining to the gun shot detection services shall be available for the
purpose of making audits, examinations, excerpts, and transcriptions for the same
period of time. This paragraph shall survive expiration or termination of this Agreement.
B. COMPLIANCE WITH GOVERNING LAW AND GRANT
SST shall at all times comply with all applicable laws of the United States (including, but
not limited to, the Health lnsurance Portability and Accountability Act of 1gg6, or
"HlPAA"), the State of California, the City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the term of this
Agreement. SST acknowledges receipt of a copy of the Grant and agrees to comply
with all applicable provisions thereof and cooperate with the City in meeting the
requirements there under.
Applicable, costs and expenditures must be allowable in accordance with
OMB Circular A-87, Cost principles for sfafe, local and lndian Tribal Governments.
Grant funds are subject to the Single Audit Act Amendments of 1g96 and the OMB
Circular, A-133, Audits of sfafes, local governments and non-profit organizations.
By signing this Agreement, SST certifies under penalty of perjury under the laws of the
State of California that (i) SST lNC. will comply with the Drug-Free Workplace Act of
1990 (California Government Code sections 8350-8357); and (ii) SST is not listed on
any federal or state list of individuals or organization debarred from receiving a contract
or grant, or having its contract or grant cancelled due to failure to comply with respective
contract or grant provisions. SST shall complete and submit to the City all applicable
forms required by the Grant upon notice by the City.
City shall comply with all applicable laws, statutes and regulations relating to the sale,
distribution, and use of the Service and the performance of the City's duties and
obligations
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C. CAPACITY OF AGENCY AND SST.
ln the furnishing of the services provided for herein, SST is acting solely as an
independent contractor. Neither SST, nor any of its officers, agents or employees shall
be deemed an officer, agent, employee, joint venture, partner or associate of the City for
any purpose. The City shall have no right to control or supervise or direct the manner or
method by which SST shall pedorm its work and functions. However, the City shall
retain the right to administer this Agreement so as to verify that SST is performing its
obligations in accordance with the terms and conditions thereof.
This Agreement does not evidence a partnership or joint venture between SST and City.
SST shall have no authority to bind City absent City's express written consent. Except
to the extent otherwise provided in this Agreement, SST shall bear its own costs and
expenses in pursuit thereof.
Because of its status as an independent contractor, SST and its officers, agents and
employees shall have absolutely no right to employment rights and benefits available to
City employees. SST shall be solely liable and responsible for all payroll and tax
withholding and for providing to, or on behalf of, its employees all employee benefits
including, without limitation, health, welfare and retirement benefits. ln addition,
together with its other obligations under this Agreement, SST shall be solely responsible
for, and indemnify, defend and hold the City harmless from all matters relating to
employment and tax withholding for and payment of SST's employees, including,
without limitation, (i) compliance with Social Security and unemployment insurance
withholding, payment of workers compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and payment; and (ii) any
claim of right or interest in City employment benefits, entitlements, programs and/or
funds offered employees of City whether arising by reason of any common law, de
facto, leased, or co- employee rights or other theory. lt is acknowledged that during the
term of this Agreement, SST may be providing services to others unrelated to or to this
Agreement.
D. INSURANCE
1. Throughout the life of this Agreement, ShotSpotter shall pay for and maintain in
full force and effect all insurance as required in Exhibit "D" or as may be
authorized in writing by City'S Risk Manager or his/her designee at any time and
in his/her sole discretion. The required policies of insurance as stated in Exhibit
"D" shall maintain limits of liability of not less than those amounts stated therein.
However, the insurance limits available to the City, its officers, officials,
employees, agents, and volunteers as additional insureds, shall be the greater of
the minimum limits specified therein or the full limit of any insurance proceeds to
the named insured.
18
2.lf at any time during the life of the Agreement or any extension, ShotSpotter or
any of its subcontractors fail to maintain any required insurance in full force and
effect, all services and work under this Agreement shall be discontinued
immediately, and all payments due or that become due to ShotSpotter shall be
withheld until notice is received by City that the required insurance has been
restored to full force and effect and that the premiums therefore have been paid
for a period satisfactory to City. Any failure to maintain the required insurance
shall be sufficient cause for City to terminate this Agreement. No action taken by
City pursuant to this section shall in any way relieve ShotSpotter of its
responsibilities under this Agreement. The phrase "fail to maintain any required
insurance" shall include, without limitation, notification received by City that an
insurer has commenced proceedings, or has had proceedings commenced
against it, indicating that the insurer is insolvent.
The fact that insurance is obtained by ShotSpotter shall not be deemed to
release or diminish the liability of ShotSpotter, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to indemnify
City shall apply to all claims and liability regardless of whether any insurance
policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by ShotSpotter. Approval or purchase
of any insurance contracts or policies shall in no way relieve from liability nor limit
the liability of ShotSpotter, its principals, officers, agents, employees, persons
under the supervision of ShotSpotter, vendors, suppliers, invitees, consultants,
sub-consultants, subcontractors, or anyone employed directly or indirectly by any
of them.
Upon request of City, ShotSpotter shall immediately furnish City with a complete
copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct
copy of the original policy. This requirement shall survive expiration or
termination of this Agreement.
lf ShotSpotter should subcontract all or any portion of the services to be
performed under this Agreement, ShotSpotter shall require each subcontractor to
provide insurance protection in favor of City and each of its officers, officials,
employees, agents and volunteers in accordance with the terms of this section,
except that any required certificates and applicable endorsements shall be on file
with ShotSpotter and City prior to the commencement of any services by the
subcontractor.
3.
4.
5.
19
E. INDEMNIFICATION
To the furthest extent allowed by law, ShotSpotter shall indemnify, hold harmless and
defend City and each of its officers, officials, employees, agents and volunteers from
any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in
contract, toft or strict liability, including but not limited to personal injury, death at any
time and property damage), and from any and all claims, demands and actions in law or
equity (including reasonable attorney's fees and litigation expenses) that arise out of,
pertain to, or relate to the negligence, recklessness or willful misconduct of ShotSpotter,
its principals, officers, employees, agents or volunteers in the performance of this
Agreement.
lf ShotSpotter should subcontract all or any portion of the services to be performed
under this Agreement, ShotSpotter shall require each subcontractor to indemnify, hold
harmless and defend City and each of its officers, officials, employees, agents and
volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
F. ATTORNEY'S FEES
lf either party is required to commence any proceeding or legal action to enforce or
interpret any term, covenant or condition of this Agreement, the prevailing pafty in such
proceeding or action shall be entitled to recover from the other party its reasonable
attorney's fees and legal expenses.
G. PRECEDENCE OF DOCUMENTS
ln the event of any conflict between the body of this Agreement and any exhibit hereto,
the terms and conditions of the body of this Agreement shall control and take
precedence over terms and conditions expressed within the exhibit. Furthermore, any
terms or conditions contained within any exhibit hereto which purport to modify the
allocation of risk between the parties, provided for within the body of this Agreement,
shall be null and void.
H. NOTICES
Any notice required or intended to be given to either party under the terms of this
Agreement shall be in writing and shall be deemed to be duly given if delivered
personally or deposited into the United States mail, return receipt requested, with
postage prepaid, addressed to the party to which notice is to be given at the party's
address set forth in Section 1 of this Agreement or at such other address as the parties
may from time to time designate by written notice.
20
I. BINDING
Once this Agreement is signed by the parties, it shall be binding upon, and shall inure to
the benefit of, the parties, and each party's respective heirs, successors, assigns,
transferees, agents, seryants, employees and representatives.
J. ASS¡GNMENT
There shall be no assignment by either party of its rights or obligations under this
Agreement without the prior written approval of the other party, which shall not be
unreasonably withheld. Any attempted assignment by a party, its successors or assigns,
shall be null and void unless approved in writing by the other party.
K. WAIVER
The waiver by either party of a breach by the other of any provision of this Agreement
shall not constitute a continuing waiver or a waiver of any subsequent breach of either
the same or a different provision of this Agreement. No provisions of this Agreement
may be waived unless in writing and approved by and signed by all parties to this
Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of
any provision herein.
L. GOVERNING LAW AND VENUE
This Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of California, excluding, however, any conflict of laws rule which
would apply the law of another jurisdiction. Venue for purposes of the filing of any
action regarding the enforcement or interpretation of this Agreement and any rights and
duties hereunder shall be Fresno County, California.
M. HEADINGS
The section headings in this Agreement are for convenience and reference only and
shall not be construed or held in any way to explain, modify or add to the interpretation
or meaning of the provisions of this Agreement.
N. SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of any
one provision in the Agreement shall not affect the other provisions.
O. INTERPRETATION
The parties acknowledge that this Agreement in its final form is the result of the
combined effotts of the parties and that, should any provision of this Agreement be
found to be ambiguous in any way, such ambiguity shall not be resolved by construing
this Agreement in favor or against any party, but rather by construing the terms in
accordance with their generally accepted meaning.
21
P. CUMULATIVE REMEDIES
No remedy or election hereunder shall be deemed exclusive but shall, wherever
possible, be cumulative with all other remedies at law or in equity.
A. NO THIRD PARTY BENEFICIARIES
The rights, interests, duties and obligations defined within this Agreement are intended
for the specific parties hereto as identified in the preamble of this Agreement.
Notwithstanding anything stated to the contrary in this Agreement, it is not intended that
any rights or interests in this Agreement benefit or flow to the interest of any third
parties.
R. ENTIRE AGREEMENT
It is mutually understood and agreed that the forgoing constitutes the entire
AGREEMENT between the parties. Any modifications or amendments to this
AGREEMENT must be in writing signed by an authorized agent of each pady.
THIS AGREEMENT IS SUBJECT TO RATIF¡CATION BY GOUNCIL ACTION.
Ht
Ht
Ht
Ht
Ht
22
lN WITNESS THEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives on the date(s) shown below.
CITY OF FRESNO,
a California municipal corporation
ShotSpotter, lnc. dba SST, lnc.,
a Delaware corporation
øy, KI.L- qtr,,.
(name))-Rat¡ah êtort- Date
President
ATTEST:
WONNE SPENCE, CMC
City Clerk
Addresses:
CITY:
Fresno Police Department
Attention:
Lt. David Newton
2323 Mariposa Street
Fresno, C493721
Attachments:
Exhibit A - Service Description
Exhibit B - Deliverables and Responsibilities
Exhibit C - Payments
Exhibit D - lnsurance Requirements
Secretary
qþlr
ShotSpotter, lnc. dba SST, lnc.
Attention:
Sonya Strickler
ShotSpotter, lnc.
7979 Gateway Blvd., Suite 2'10
Newark, CA 94560
R DYER
Chief of Police
Fresno Police Depadment
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attor y
AMANDA B. FREEMA
Deputy City Attorney
23
EXHIBIT A
SERVICE DESCRIPTION
The ShotSpotter Flex System detects loud impulsive incidents, classifies them as
gunfire, fireworks, or other, and sends them to the SST lncident Review Center. Within
15 seconds of receiving the incident 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 City's Alert Console, based on the following criteria:
Reviewed Alerts are sent to the City's Alert Console. lnformation 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)
o
a
lncident Tvpe Action
High confidence incident is gunfire Reviewed Gunfire Alert sent to
Citv's Alert Console
Uncedain if incident is gunfire or not Reviewed Possible Gunfire Alert
sent to City's Alert Console
Low confidence incident is gunfire
No alert will be sent; incident
available for customer review in the
incident history available through
the City's Alert Console
24
The majority of incidents will be processed within 45 seconds of the System notifying
the SST lncident Review Center of an incident and 90% of the incidents will be
processed in less than 60 seconds. ln the unlikely event that the review center loses
connection to the hosting facility or the review center is unable to process the incident
within approximately 60 seconds for some reason, the system will automatically route
unreviewed incidents directly to the customer based on the systems classification of
the incident. ln 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, lndependence 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 City 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
based on the level of fireworks being discharged. While in fireworks suppression
mode, fireworks incident aleds 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.
The purpose of the Reviewed Alert Service is to provide incident data to the City,
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 City 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 City, or for the consequences or outcomes of any decisions made or
not made by City in reliance, in whole or in part, on any services provided by SST.
The lncidents & Reports Poftal provides City 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 City to perform its own incident reviews and run various reports. This data
access is available as long as City is under active subscription.
25
EXHIBIT B
DELIVERABLES AND RESPONSIBILITIES
SST will deploy or have deployed a ShotSpotter Flex system over a coverage area of
three square miles as determined by the City The system will be designed to detect at
least 80% of the unsuppressed outdoor gunfire, with a location accuracy to the
shooter's location within 25 meters, after sensor calibration. These performance levels
are predicated on the deployment of sensors at all such sites, the foregoing
performance levels may be compromised.
The sensors send incident information to a seryer 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 cf the sensor communications to the hosted location server. The
hosted seruer 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 lnfrastructure ('PKl") 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 Aled Consoles as a form of redundancy.
SST shall have responsibility for:
1. Following all local, state and federal regulations, codes, rules and laws as it
relates to the installation of the ShotSpotter FlexrM service;
2. Program Development and subscription orientation;
3. Conducting a Site Survey for Acoustic and sensor communications feasibility for
each sensor location and proposed emplacement. Site surveys will follow
contract execution; the site survey will determine the ultimate coverage area
footprint and area exclusions. Actual coverage areas may vary from cursory and
pre-sales discussions due to challenges that include: physical obstructions, radio
or cellular reliability, availability and permissions at suitable mounting locations;
4. Providing hosted services and access for administration, alerts, and optional role-
based support packages as applicable;
5. Providing secure storage of customer data (minimum of two years online, five
years offline);
6. Monitoring systems for customer support and "hands offl' software upgrades;
7. Installing Alert Consoles on allocated workstations with City lT assistance;
8. Configuring data communications between the Alert Console, workstation(s) and
the hosted server with City lT assistance;
L lnstalling and maintaining SST and CITY assets (i.e. acoustic sensors)
necessary for the operation of the gunshot detection system; telecommunications
lines; and/or Radio Frequency (.RF") data radios including antenna systems, all
adhering to relevant electrical codes.
1 0. System calibration and operational validation;
l l.Training City staff to use the Service (including administrative training); and
12. Providing ongoing Reviewed Alerts and customer support as described.
City shall have responsibility for:
Operating the SST System Profiler (a web-based analyzer) to verify system
configuration and network access required for each computer (PC or MDC) to
have access the ShotSpotter Flex service;
Providing network access required to meet SST minimum specifications and
requirements for all computers (PC and MDC) accessing the ShotSpotter Flex
Service; and
Providing GIS Data, including parcels, addresses, and beat boundaries, and
clearly identifying the coverage area(s) and reporting areas; and Providing data
communications to mobile computers to support Alert Consoles in patrol cars,
command vans, etc.
1
2.
3.
EXHIBIT C
PAYMENTS
Pricing for the Three-Year Agreement between City and ShotSpotter:
One-time service initiation/startup fee for 3.0 SM coverage area (@$10,000/SM) $ 30,000
Annual Subscription - 3.0 SM of coverage area (@$50,000/SM)$150,000
Discount of $10,000 on training costs (- $ 1o,ooo)
This Agreement will be fulfilled by the following payments upon completion of tasks and
invoicing:
1 . $109,005 payable within 10 days upon completion and invoicing of the following
tasks:
a. Coverage area/sensor array design;
b. Site survey for sensor placement; and
c. ldentify and complete initial contact of property owners (with Police
Department assistance)
SST will complete the above tasks in March and April of 2015. Upon execution of this
Agreement and completion of the activities above, SST will invoice for this first payment.
Estimated date of task completion and invoicing is April 30, 2015.
2. $109,006 payable within 10 days of completion and invoicing of the following tasks:
a. Array device installation;
b. Device Qualifying Verification;
c. lnstall Alert notifications on allocated workstations (with City lT
assistance);
d. Configure data communications between the Alert Consoles,
workstation(s) and the hosted seryer (with City lT assistance);
e. lnstall necessary SST assets (i.e. sensors) and (as appropriate)
telecommunications lines and/or Radio Frequency ("RF") data radios
including antenna systems;
f. Train Real Time Crime Center staff (including administrative training);
g. Calibrate system and validate system operation.
SST will invoice the second payment once the system is live and operational, and FPD
has signed its full acceptance of the system. SST estimates this will be within 120 days
of execution of this Agreement. Typically, with the support of the police department in
this activity, SST can shorten the time period to get the system live. SST anticipates
invoicing the second payment approximately July 31,2015.
3. $113,589.00 due and payable by February 15, 2016; and
4. $118,400.00 due and payable by February 15,2017.
Payments above do not include state or local sales taxes. The City shall notify SST if
the price needs to be adjusted for sales taxes.
SST understands and agrees that the availability of funds is subject to City receiving
awards of funds from state and federal agencies. Should grant awards funding this
Agreement be encumbered, withdrawn, or othenruise made unavailable to City, whether
earned by or promised to SST, or should City in any fiscal year fail to allocate said funds
to this Agreement, City shall not provide said funds unless and until they are made
available for payment to City and City received and allocates said funds. No other
funds owned or controlled by City shall be obligated under this Agreement. City shall
provide immediate notification to ShotSpotter if such grant awards are encumbered,
withdrawn, or othenryise made unavailable to City, or should City in any fiscal year fail to
allocate said funds to this Agreement, at which time City shall release ShotSpotter from
all obligations under this Agreement.
EXHIBIT D
INSURANCE REQUIREM ENTS
SERV|CE AGREEMENT BETWEEN THE C|TY OF FRESNO ("CtTy")
AND SST, lnc. ("ShotSpotter")
ShotSpotter shall pay for and maintain in full force and effect all policies of insurance
required hereunder with an insurance company(ies) either (i) admitted by the California
lnsurance Commissioner to do business in the State of California and rated not less
than "A-Vll" in Best's lnsurance Rating Guide, or (ii) authorized by City of Fresno's
("City") Risk Manager or his/her designee. The required policies of insurance as stated
in Exhibit D shall maintain limits of liability of not less than those amounts stated
therein. However, the insurance limits available to the CITY, its officers, officials,
employees, agents, and volunteers as additional insureds, shall be the greater of the
minimum limits specified therein or the full limit of any insurance proceeds to the named
insured. The following policies of insurance are required:
(i) PERSONAL AUTOMOBILE LIABILITY insurance which shall be at
least as broad as the most current version of lnsurance Services Office (lSO) form CA
00 01 and shall include coverage for "owned auto" that is legally registered to
Consultant with limits of liability of not less than $300,000 per accident for bodily and
property damage.
(ii) WORKERS' COMPENSATION insurance as required under the
California Labor Code.
ShotSpotter shall be responsible for payment of any deductibles contained in any
insurance policies required hereunder and ShotSpotter shall also be responsible for
payment of any self-insured retentions.
All policies of insurance required hereunder shall be endorsed to provide that the
coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except
after thirty calendar day written notice by certified mail, return receipt requested, has
been given to the City. Upon issuance by the insurer, broker or agent of a notice of
cancellation, non-renewal or reduction in coverage or limits, ShotSpotter shall furnish
City with a new certificate and applicable endorsements for such policy(ies). ln the
event any policy(ies) are due to expire during the work to be conducted for the
Gity, ShotSpotter shall provide a new certificate and all applicable endorsements
evidencing renewal of such policy(ies) not less than 15 calendar days prior to the
expiration date of the expiring policy(ies).
The Automobile Liability insurance policy shall name City of Fresno, its officers, officials,
employees, agents and authorized volunteers as an additional insured. ShotSpotter's
insurance shall be primary as respects to the City, its officers, officials, employees,
agents and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, agents and volunteers shall be excess of the Vendor's
insurance and not contribute with it. Any Workers' Compensation insurance policy
shall contain a waiver of subrogation as to City, its officers, officials, employees, agents
and authorized volunteers (Not required if Consultant is sole proprietor). ShotSpotter
shall have furnished City with the certificate(s) and applicable endorsements for ALL
required insurance seven (7) days prior to beginning the work for the City.
ShotSpotter shall furnish City with copies of the actual policies upon the request of
City's Risk Manager or his/her designee and this requirement shall survive completion
of the work required under the Emergency Purchase Order.
lf at any time during the work to be conducted for the City, ShotSpotter fails to maintain
the required insurance in full force and effect, the work shall be discontinued
immediately until notice is received by City that the required insurance has been
restored to full force and effect and that the premiums therefore have been paid for a
period satisfactory to City.
NOTE: The back of the certificate of insurance states, "lf the certificate holder is an
Additional lnsured, the policy(ies) must be endorsed. A statement on this
certificate does not confer rights to the certificate holder in lieu of such
endorsement". The back of the certificate of insurance also states, "lf
SUBROGATION lS WAIVED, subject to the terms and conditions of the policy,
certain policies require an endorsement. A statement on this certificate does not
confer rights to the certificate holder in lieu of such endorsement(s)." A certificate
of insurance must be accompanied by the additional insured and/or waiver of
subrogation endorsements.